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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): June 23, 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
Asset
Purchase Agreement
On
June 23, 2025, SINTX Technologies, Inc., a Delaware corporation (the “Company”), entered into an Asset Purchase Agreement
(the “Purchase Agreement”) with Sinaptic Surgical, LLC (“Sinaptic Surgical”) and Sinaptic Holdings, LLC (“Holdings”),
pursuant to which the Company agreed to purchase substantially all the assets and assume certain liabilities of Sinaptic Surgical (the
“Asset Purchase”). As consideration for the purchase of the assets under the Purchase Agreement, the Company agreed to issue
to Sinaptic Surgical warrants to purchase 325,000 shares of the Company’s common stock (the “Warrants”). The Warrants
expire five years from the date of issue and have an exercise price of $6.30 per share. The Warrants will become exercisable upon
the achievement of the following milestones prior to the expiration of the Warrants: (i) 65,000 shares shall become exercisable upon
receipt of 510k clearance with respect to a foot and ankle interbody implant developed from the purchased assets, (ii) 65,000 shares
shall become exercisable upon the Company’s achievement of $2.5 million in aggregate cumulative revenue following the closing,
(iii) 65,000 shares shall become exercisable upon the Company’s achievement of $5.0 million in aggregate cumulative revenue following
the closing, (iv) 65,000 shares shall become exercisable upon the Company’s achievement of $10.0 million in aggregate cumulative
revenue following the closing, and (v) 65,000 shares shall become exercisable upon the Company’s achievement of $15.0 million in
aggregate cumulative revenue following the closing. Additionally, after achieving $15 million in aggregate net revenue between
the closing date and the fourth (4th) anniversary of the closing date, Sinaptic Holding will receive a 5% royalty on net revenue from
sales of certain foot and ankle implants for a two (2) year period. The Asset Purchase is subject to customary closing conditions.
In
connection with the Asset Purchase, Sinaptic Surgical agreed, under the Purchase Agreement, to purchase 216,450 shares of the Company’s
common stock at a purchase price of $3.465 per share (the “Purchased Shares”) in a private placement. Under the Purchase
Agreement, the Company has also agreed to file a resale registration statement covering the resale of the Purchased Shares and the shares
of common stock underlying the Warrants within 90 calendar days from the closing of the Asset Purchase, and to use commercially reasonable
efforts to cause such resale registration statement to become effective within 90 calendar days following such filing.
The
Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification
rights and obligations of the parties. The Asset Purchase is expected to close on July 1, 2025.
Warrants
The
Warrants will be exercisable upon achievement of the vesting requirements and have a term of exercise equal to five years from the date
of issuance. If a registration statement registering the issuance of the shares of common stock underlying the Warrants under the Securities
Act of 1933, as amended, is not effective or available, the holder may, in its sole discretion, elect to exercise the Warrants
through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of Common Stock determined
according to the formula set forth in the Warrants. No fractional shares of Common Stock will be issued upon the exercise of any Common
Warrant. In lieu of fractional shares, we will, at our election, pay the holder an amount in cash equal to the fractional amount multiplied
by the exercise price or round up to the next whole share.
Stock
Dividends and Splits. If at any time on or after the date of issuance there occurs any share split, share dividend, share combination
recapitalization or other similar transaction involving our Common Stock then in each case the exercise price shall be multiplied by
a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately
before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event,
and the number of shares issuable upon exercise of the Warrant shall be proportionately adjusted such that the aggregate exercise price
of the Warrant shall remain unchanged.
Beneficial
Ownership Limitations. A holder will not have the right to exercise any portion of the Warrants if the holder (together with its
affiliates) would beneficially own in excess of 19.99% of the number of shares of common stock outstanding on the date of closing
the Purchase Agreement, as such percentage ownership is determined in accordance with the terms of the Warrants.
The
foregoing descriptions of the Warrants and the Purchase Agreement are qualified in their entirety by reference to the full text of those
agreements, a form of each of which is filed as Exhibits 4.1 and 10.1 respectively, to this Current Report on Form 8-K and incorporated
herein by reference.
Item
3.02 Unregistered Sales of Equity Securities
The
applicable information related to the Purchase Agreement presented in Item 1.01 of this Current Report is incorporated by reference in
this Item 3.02. The securities will be issued without prior registration in reliance upon the exemption from registration provided by
Section 4(a)(2) of the Securities Act. Such securities shall not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements and certificates evidencing the Purchased Shares, the Warrants, and the shares of common
stock underlying the Warrants shall contain a legend stating the same.
Item
8.01. Other Events
On
June 24, 2025, the Company issued a press release announcing the Asset Purchase. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
| 4.1 |
|
Form of Warrant |
| 10.1 |
|
Form of Asset Purchase Agreement |
| 10.1.1 |
|
Amendment No. 1 to Asset Purchase Agreement |
| 99.1 |
|
Press
Release dated June 24, 2025 |
| 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: |
June
27, 2025 |
|
By: |
/s/
Eric Olson |
| |
|
|
|
Eric
Olson |
| |
|
|
|
President
and Chief Executive Officer |
