STSS Sharps Technology Inc. - 8-K

Item
1.01 Entry into a Material Definitive Agreement.

On
May 22, 2026, SkyAI, Inc., a Nevada corporation (the “Company”) entered into an employment agreement (the “Agreement”)
with Arthur Levine, pursuant to which Mr. Levine was appointed as the Chief Financial Officer of the Company, effective immediately.

Mr.
Levine, age 68, has been serving as the interim Chief Financial Officer of the Company since February 2026. Mr. Levine has provided fractional
and interim consulting services from 2023 to 2026 to companies in various industries at various stages of growth. From March 2021 to
July 2023, Mr. Levine served as the Chief Financial Officer of NextNRG, Inc (f.k.a EzFill Holdings) (NASDAQ: NXXT), a mobile fueling
company. From 2014 to 2020, Mr. Levine served as the Chief Financial Officer of Sensus Healthcare (NASDAQ: SRTS), a medical device company.
Mr. Levine received his Bachelor of Science degree from The Wharton School of the University of Pennsylvania and is a Certified Public
Accountant.

Pursuant
to the Agreement, Mr. Levine is entitled to (i) an annual base salary of $400,000, payable at least monthly and subject to annual review
and potential increases by the Board of Directors (the “Board”) or a committee thereof and (ii) an annual cash bonus of 50%
of the base salary, contingent on performance and continued employment, payable in cash by March 15 of the year following the performance
year. In addition to an initial equity grant, Mr. Levine will also be eligible to receive equity-based compensation awards from time
to time, as determined in the sole discretion of the Board or a committee thereof.

The
Agreement contains a perpetual confidentiality covenant as well as non-competition and employee and customer non-solicitation covenants
that apply during his employment with the Company and for a period of 18 months following Mr. Levine’s termination. In the event
the Mr. Levine’s employment is terminated by the Company without cause or by Mr. Levine for good reason, Mr. Levine will be entitled
to a lump sum severance payment equal to one (1) times Mr. Levine’s base salary and accelerated vesting of any outstanding equity
awards, subject to Mr. Levine’s execution and non-revocation of a release of claims; provided that, in the event such termination
occurs in connection with a change in control of the Company, in addition to the acceleration of any outstanding equity awards Mr. Levine
will be entitled to a lump sum severance payment equal to three (3) times Mr. Levine’s base salary.

There
are no arrangements or understandings between the Company and Mr. Levine pursuant to which Mr. Levine was appointed and there is no family
relationship between or among any director or executive officer of the Company or Mr. Levine. There are no transactions, to which the
Company is or was a participant and in which Mr. Levine has a material interest subject to disclosure under Item 404(a) of Regulation
S-K.

The
foregoing descriptions of the Agreement do not purport to be complete and is qualified in its entirety by reference to the full text
of the Agreement, which is filed as Exhibits 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.

The
information set forth in Items 1.01 is incorporated by reference in this Item 5.02.

Item
9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Description

10.1

Employment Agreement dated May 22, 2026, by and between Company and Arthur Levine

104

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