Full Press Release Details
AND RESTATED AUDIT COMMITTEE CHARTER
purpose of the Audit Committee (the "Committee") of the Board of Directors (the "Board") of Sharps
Technology, Inc. , a Nevada corporation (the "Corporation"), is to assist the Board with oversight of the Corporation's
accounting and financial reporting processes and the audit of the Corporation's financial statements.
primary role of the Committee is to oversee the Corporation's financial reporting and disclosure process. To fulfill this obligation,
the Committee relies on: (i) the Corporation's executive officers and their employee designees (referred to herein as "management")
for the preparation and accuracy of the Corporation's financial statements; (ii) both management and the Corporation's personnel
responsible for establishing effective internal controls and procedures to ensure the Corporation's compliance with accounting
standards, financial reporting procedures and applicable laws and regulations; and (iii) the Corporation's independent auditors
for an unbiased, diligent audit or review, as applicable, of the Corporation's financial statements and the effectiveness of the
Corporation's internal controls. The members of the Committee are not employees of the Corporation and are not responsible for
conducting the audit or performing other accounting procedures.
Committee shall consist of three or more directors. Each member of the Committee shall be "independent" in accordance with
the requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules
of the Nasdaq Stock Market. No member of the Committee can have participated in the preparation of the Corporation's financial
statements at any time during the past three years.
member of the Committee must be financially literate and able to read and understand fundamental financial statements, including the
Corporation's balance sheet, income statement and cash flow statement. At least one member of the Committee must have past employment
experience in finance or accounting, requisite professional certification in accounting or other comparable experience or background
that leads to financial sophistication. At least one member of the Committee must be an "audit committee financial expert"
as defined in Item 407(d)(5)(ii) of Regulation S-K. A person who satisfies this definition of audit committee financial expert will also
be presumed to have financial sophistication.
members of the Committee shall be appointed by the Board and shall serve for such term or terms as the Board may determine or until earlier
resignation, removal or death. The Board may remove any member from the Committee at any time with or without cause.
Committee shall have the following authority and responsibilities:
To: (i) select and retain an independent registered public accounting firm to act as the Corporation's independent auditors for
the purpose of auditing the Corporation's annual financial statements, books, records, accounts and internal controls over financial
reporting; (ii) set the compensation of the Corporation's independent auditors; (iii) oversee the work done by the Corporation's
independent auditors; and (iv) terminate the Corporation's independent auditors, if necessary in the Committee's determination.
To select, retain, compensate, oversee and terminate, if necessary, any other registered public accounting firm engaged for the purpose
of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation.
To (i) approve all audit engagement fees and terms (with the power to sign any engagement letter providing for the same on behalf of
the Corporation) and (ii) pre-approve all audit and permitted non-audit and tax services that may be provided by the Corporation's
independent auditors or other registered public accounting firms, and establish policies and procedures for the Committee's pre-approval
of permitted services by the Corporation's independent auditors or other registered public accounting firms on an on-going basis.
At least annually, to obtain and review a report by the Corporation's independent auditors that describes: (i) the accounting firm's
internal quality control procedures; (ii) any material issues raised by the most recent internal quality control review, peer review
or Public Company Accounting Oversight Board ("PCAOB") review or inspection of the firm or by any other inquiry or
investigation by governmental or professional authorities in the past five years regarding one or more audits carried out by the firm
and any steps taken to deal with any such issues; and (iii) all relationships between the firm and the Corporation; and to discuss with
the independent auditors this report and any relationships or services that may impact the objectivity and independence of the auditors.
At least annually, to evaluate the qualifications, performance and independence of the Corporation's independent auditors, including
an evaluation of the lead audit partner; and to assure the regular rotation of the lead audit partner at the Corporation's independent
auditors and consider regular rotation of the accounting firm serving as the Corporation's independent auditors.
To review and discuss with the Corporation's independent auditors: (i) the auditors' responsibilities under generally accepted
auditing standards and the responsibilities of management in the audit process; (ii) the overall audit strategy; (iii) the scope and
timing of the annual audit; (iv) any significant risks identified during the auditors' risk assessment procedures; and (v) when
completed, the results, including significant findings, of the annual audit.
To review and discuss with the Corporation's independent auditors: (i) all critical accounting policies and practices to be used
in the audit; (ii) all alternative treatments of financial information within generally accepted accounting principles ("GAAP")
that have been discussed with management, the ramifications of the use of such alternative treatments and the treatment preferred by
the auditors; and (iii) other material written communications between the auditors and management.
To review and discuss with the Corporation's independent auditors and management: (i) any audit problems or difficulties, including
difficulties encountered by the Corporation's independent auditors during their audit work (such as restrictions on the scope of
their activities or their access to information); (ii) any significant disagreements with management; and (iii) management's response
to these problems, difficulties or disagreements; and to resolve any disagreements between the Corporation's auditors and management.
To review with management and the Corporation's independent auditors: (i) any major issues regarding accounting principles and
financial statement presentation, including any significant changes in the Corporation's selection or application of accounting
principles; (ii) any significant financial reporting issues and judgments made in connection with the preparation of the Corporation's
financial statements, including the effects of alternative GAAP methods; and (iii) the effect of regulatory and accounting initiatives
and off-balance sheet structures on the Corporation's financial statements.
To inform the Corporation's independent auditors as requested as to the Committee's understanding of the Corporation's
relationships and transactions with related parties that are significant to the Corporation; and to review and discuss with the Corporation's
independent auditors the auditors' evaluation of the Corporation's identification of, accounting for, and disclosure of its
relationships and transactions with related parties, including any significant matters arising from the audit regarding the Corporation's
relationships and transactions with related parties.
To review with management and the Corporation's independent auditors: (i) the adequacy and effectiveness of the Corporation's
internal controls, including any significant deficiencies or material weaknesses in the design or operation of, and any material changes
in, the Corporation's internal controls; (ii) any special audit steps adopted in light of any material control deficiencies; (iii)
any fraud involving management or other employees with a significant role in such internal controls; (iv) the independent auditors'
attestation (as required) of the report on internal controls and the required management certifications to be included in or attached
as exhibits to the Corporation's Annual Report on Form 10-K or quarterly report on Form 10-Q, as applicable.
To review and discuss with the Corporation's independent auditors any other matters required to be discussed by applicable requirements
of the PCAOB and the Securities and Exchange Commission ("SEC").
To review and discuss with the Corporation's independent auditors and management the Corporation's annual audited financial
statements (including the related notes), the form of audit opinion to be issued by the auditors on the financial statements and the
disclosure under "Management's Discussion and Analysis of Financial Condition and Results of Operations" to be included
in the Corporation's Annual Report on Form 10-K before such Form 10-K is filed, and recommend to the Board whether the audited
financial statements should be included in the Corporation's Form 10-K and whether the Form 10-K should be filed with the SEC.
To produce the audit committee report required to be included in the Corporation's annual or other proxy statements.
To review and discuss with the Corporation's independent auditors and management the Corporation's quarterly financial statements
and the disclosure under "Management's Discussion and Analysis of Financial Condition and Results of Operations" to
be included in the Corporation's Quarterly Report on Form 10-Q before such Form 10-Q is filed; and to review and discuss the Form
10-Q for filing with the SEC.
To recommend to the Board policies for the Corporation's hiring of employees or former employees of the Corporation's independent
To establish and oversee Corporation procedures for the receipt, retention and treatment of complaints received about the Corporation
regarding accounting, internal accounting controls or auditing matters, or instances of fraud or unlawful conduct, and for the confidential,
anonymous submission by Corporation employees of concerns regarding such matters.
To review and discuss with management the material risks faced by the Corporation and the policies, guidelines and processes by which
management assesses and manages the Corporation's risks, including the Corporation's major financial risk exposures and the
steps management has taken to monitor and control such exposures.
To oversee the Corporation's compliance with applicable laws and regulations and to review and oversee the Corporation's
policies, procedures and programs designed to promote and monitor such legal and regulatory compliance.
To review with the Corporation's legal counsel, legal and regulatory matters, including legal cases against or regulatory investigations
of the Corporation that could have a significant impact on the Corporation's financial statements.
To review, approve and oversee any transaction between the Corporation and any related person (as defined in Item 404 of Regulation S-K
promulgated by the SEC) and any other potential conflict of interest situations on an ongoing basis, in accordance with Corporation policies
and procedures, and to develop policies and procedures for the Committee's approval of related party transactions.
To implement and oversee the Corporation's cybersecurity and information security policies, including the periodic review of the
policies and managing potential cybersecurity incidents.