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2025-09-08
2025-09-08
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xbrli:shares
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 8, 2025
SINTX
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-33624 |
|
84-1375299 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1885
West 2100 South
Salt
Lake City, UT 84119
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code: (801) 839-3500
(Former
name or former address, if changed since last report)
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
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
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
of each class: |
|
Trading
Symbol(s): |
|
Name
of each exchange on which registered: |
| Common
Stock, par value $0.01 per share |
|
SINT |
|
The
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 8, 2025, SINTX Technologies, Inc. (the “Company”) entered into an inducement agreement (the “Inducement Letter”)
with certain holders (the “Holders”) of certain of the Company’s existing warrants to purchase up to an aggregate of
1,099,431 shares
of the Company’s common stock originally issued on February 25, 2025, with a five and one-half (5.5) years term at an exercise
price of $3.32 per share (the “Existing Warrants”).
Pursuant
to the Inducement Letter, the Holders agreed to exercise for cash the Existing Warrants to purchase an aggregate of 1,099,431
shares of the Company’s common stock at an exercise price
of $3.32 per share in consideration of the Company’s agreement to issue new common stock purchase warrants (the “New Warrants”),
as descried below, to purchase up to an aggregate of 1,649,147 shares
of the Company’s common stock (the “New Warrant Shares”) at an exercise price of $4.79 per share. In addition, the
Holders agreed to pay $0.125 per New Warrant as consideration for the issuance of the New Warrants. The Company expects to receive aggregate
gross proceeds of approximately $3.8 million
from the exercise of the Existing Warrants by the Holder, before deducting placement agent fees and other offering expenses payable by
the Company.
The
Company has engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) to act as its exclusive placement agent in connection
with the transactions contemplated by the Inducement Letter and has agreed to pay the Placement Agent a cash fee equal to 7.5% of the
aggregate gross proceeds received from the Holder’s exercise of the Existing Warrants, as well as a management fee equal to 1.0%
of the gross proceeds from the exercise of the Existing Warrants. The Company has also agreed to issue to the Placement Agent or its
designees warrants (the “Placement Agent Warrants”) to purchase up to 82,457 shares of common stock (representing
7.5% of the Existing Warrants being exercised), which will have the same terms as the New Warrants except the Placement Agent Warrants
will have an exercise price equal to $4.3844 per share (125% of the exercise price of the Existing Warrants). The Company will
also issue additional warrants to the Placement Agent to purchase up to 9,935 shares of common stock (representing 7.5% of warrants issued
on February 25, 2025 that were exercised other than in connection with the Inducement Letter), which also have the same terms as the
New Warrants except that they will have an exercise price equal to $4.3125 (the “Additional Placement Agent Warrants”).
The New Warrants will be immediately exercisable from the date of issuance, until the five and one-half (5.5) year anniversary
of such date for the New Warrants. The Placement Agent Warrants and Additional Placement Agent Warrants will be immediately exercisable
from the date of issuance, until five and one-half (5.5) years after such date. In addition, the Company has also agreed to pay
the Placement Agent $35,000 for non-accountable expenses, up to $50,000 for legal and other out-of-pocket expenses,
and $15,950 for clearing fees.
The
closing of the transactions contemplated pursuant to the Inducement Letter is expected to occur on or about September 9,
2025 (the “Closing Date”), subject to satisfaction
of customary closing conditions. The Company expects to use the net proceeds from these transactions for general corporate purposes.
The
resale of the shares of the Company’s common stock underlying the Existing Warrants have been registered pursuant to an existing
registration statement on Form S-3 (File No. 333-285932), declared effective by the Securities and Exchange Commission (the “SEC”)
on March 27, 2025.
The
Company also agreed to file a registration statement on Form S-3 (or other appropriate form, including on Form S-1, if the Company is
not then S-3 eligible) providing for the resale of the New Warrant Shares issued or issuable upon the exercise of the New Warrants (the
“Resale Registration Statement”), as soon as practicable after the Closing Date (and in any event within thirty (30) calendar
days of the date of the Inducement Letter), and to use commercially reasonable efforts to have such Resale Registration Statement declared
effective by the SEC within sixty (60) calendar days following the date of the Inducement Letter (or within ninety (90) calendar days
following the date of the Inducement Letter in case of “full review” of the Resale Registration Statement by the SEC) and
to keep the Resale Registration Statement effective at all times until the earlier of such time that (i) no holder of the New Warrants
owns any New Warrants or New Warrant Shares or (ii) the New Warrant Shares are eligible for sale under Rule 144 (assuming cashless exercise
of the New Warrants), without the requirement for the Company to be in compliance with the current public information required under
Rule 144 as to such New Warrant Shares and without volume or manner-of-sale restrictions. In the Inducement Letter, the Company agreed
not to issue any shares of common stock or common stock equivalents or to file any other registration statement with the SEC (in each
case, subject to certain exceptions) until fifteen (15) days after the Closing Date. The Company also agreed not to effect or agree to
effect any Variable Rate Transaction (as defined in the Inducement Letter) until one (1) year after the Closing Date (subject to certain
exceptions).
The
New Warrants, Placement Agent Warrants, the New Warrant Shares and the shares of common stock issuable upon the exercise of the Placement
Agent Warrants are being offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”). The Holder has represented that it is an accredited investor as defined in
Rule 501 of the Securities Act and has acquired such securities for their own account and has no arrangements or understandings for any
distribution thereof. The offer and sale of the foregoing securities is being made without any form of general solicitation or advertising.
The New Warrants, Placement Agent Warrants, the New Warrant Shares and the shares of common stock issuable upon the exercise of the Placement
Agent Warrants have not been registered under the Securities Act or applicable state securities laws. Accordingly, such securities may
not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the
registration requirements of the Securities Act and such applicable state securities laws.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
Immediately
prior to the transactions contemplated by the Inducement Letter, the number of shares of the Company’s common stock that was issued
and outstanding was 2,850,957. After giving effect to the transactions contemplated by the Inducement Letter, including the closing thereof,
the number of shares of the Company’s common stock that will be issued and outstanding is 3,950,388.
Terms
of the New Warrants
The
following summary of certain terms and provisions of the New Warrants is not complete and is subject to, and qualified in its entirety
by, the provisions of the New Warrants, the form of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated
herein by reference. The following description of the New Warrants is qualified in its entirety by reference to such exhibit.
The
Placement Agent Warrants and Additional Placement Agent Warrants have the same terms as the New Warrants, except that they have exercise
prices per share of $4.3844 and $4.3125, respectively. This summary of the provisions of the Placement Agent Warrants and Additional
Placement Agent Warrants is not complete and is subject to, and qualified in its entirety by, the provisions of the Placement Agent Warrants
and Additional Placement Agent Warrants, forms of which are filed as Exhibits 10.3 and 10.4, respectively.
Duration
and Exercise Price
The
New Warrants will
have an exercise price equal to $4.79 per share. The New Warrants will be immediately exercisable from the date of issuance for five
and one-half (5.5) years. The exercise price and number of New Warrant Shares issuable upon exercise of the New Warrants is subject to
appropriate adjustment in the event of stock dividends, stock splits, subsequent rights offerings, pro rata distributions, reorganizations,
or similar events affecting the Company’s common stock and the exercise price.
Exercisability
The
New Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to the Company a duly executed exercise
notice accompanied by payment in full for the number of shares of the Company’s common stock purchased upon such exercise (except
in the case of a cashless exercise as discussed below). A holder (together with its affiliates and attribution parties) may not exercise
any portion of such holder’s New Warrants to the extent that the holder would beneficially own more than 4.99% (or, at the election
of the holder, 9.99%) of the outstanding common stock immediately after exercise, calculated in accordance with the terms of the New
Warrants, except that upon prior notice from the holder to the Company, the holder may increase or decrease the amount of ownership of
outstanding stock after exercising the holder’s New Warrants up to 9.99% of the number of shares of the Company’s common
stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the
terms of the New Warrants, provided that any increase will not be effective until the 61st day after such notice is delivered to the
Company.
Cashless
Exercise
If,
at any time after ninety (90)
days after the issuance of the New Warrants there is no effective
registration statement registering, or the prospectus contained therein is not available for the resale of the New Warrant Shares by
the holder, then in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of
the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part), the net number
of shares of common stock determined according to a formula set forth in the New Warrants.
Trading
Market
There
is no established trading market for the New Warrants, and the Company does not expect an active trading market to develop. The Company
does not intend to apply to list the New Warrants on any securities exchange or other trading market. Without a trading market, the liquidity
of the New Warrants will be extremely limited.
Rights
as a Stockholder
Except
as otherwise provided in the New Warrants or by virtue of the holder’s ownership of shares of the Company’s common stock,
such holder of New Warrants does not have the rights or privileges of a holder of the Company’s common stock, including any voting
rights, until such holder exercises such holder’s New Warrants. The New Warrants will provide that the holders of the New Warrants
have the right to participate in distributions or dividends paid on shares of the Company’s common stock.
Fundamental
Transactions
If
at any time the New Warrants are outstanding, the Company, either directly or indirectly, in one or more related transactions effect
a Fundamental Transaction (as defined in the New Warrants), a holder of New Warrants will be entitled to receive, for each warrant share,
the number of shares of common stock of the successor or acquiring corporation or of the Company, if the Company is the surviving corporation,
and any additional consideration receivable as a result of the Fundamental Transaction by such holder of the number of shares of common
stock for which the New Warrants are exercisable immediately prior to the Fundamental Transaction (without regard to beneficial ownership
limitations). Alternatively, at the holder’s option, the Company or successor entity may be required to purchase the New Warrants
for cash equal to their Black Scholes Value (as defined in the New Warrants).
Waivers
and Amendments
The
New Warrants may be modified or amended or the provisions of the New Warrants waived with the Company’s and the holder’s
written consent.
The
forms of Inducement Letter, New Warrants and Placement Agent Warrants are attached as Exhibits 10.1, 10.2 and 10.3, respectively. The
description of the terms of the Inducement Letter and the New Warrants are not intended to be complete and are qualified in its entirety
by reference to such exhibits. The Inducement Letter contains customary representations, warranties and covenants by the Company which
were made only for the purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements
and may be subject to limitations agreed upon by the contracting parties.
Item
3.02 Unregistered Sales of Equity Securities.
The
information under Item 1.01 of this Current Report on Form 8-K regarding the unregistered securities described therein is incorporated
herein by reference.
Warning
Concerning Forward Looking Statements
This
Current Report on Form 8-K contains statements which constitute forward looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present
intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including
some reasons which are beyond the Company’s control. For example, this Current Report states that the closing of the offering is
expected to close on or about September 8, 2025. In fact, the closing of the offering is subject to various conditions and contingencies
as are customary in similar purchase agreements in the United States. If these conditions are not satisfied or the specified contingencies
do not occur, this offering may not close. For this reason, among others, you should not place undue reliance upon the Company’s
forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements
in order to reflect any event or circumstance that may arise after the date of this Current Report.
Item
9.01. Financial Statement and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Inducement Letter |
| |
|
|
| 10.2 |
|
Form of New Warrant |
| |
|
|
| 10.3 |
|
Form of Placement Agent Warrant |
| |
|
|
| 10.4 |
|
Form of Additional Placement Agent Warrant |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| |
|
|
SINTX
Technologies, Inc. |
| |
|
|
|
|
| Date: |
September
9, 2025 |
|
By: |
/s/
Eric K. Olson |
| |
|
|
|
Eric
K. Olson |
| |
|
|
|
Chief
Executive Officer |
