[8-K] SiNtx Technologies, Inc. Reports Material Event

Rhea-AI Filing Summary

SINTX Technologies (NASDAQ:SINT) filed an 8-K announcing a definitive Asset Purchase Agreement signed 23 Jun 2025 with Sinaptic Surgical to acquire substantially all foot-and-ankle implant assets. Consideration is warrants for up to 325,000 SINT shares at $6.30, vesting on FDA 510(k) clearance and cumulative revenue milestones of $2.5-$15 million, and expiring after five years. Sinaptic will also purchase 216,450 shares at $3.465 in a private placement. Upon exceeding $15 million net revenue within four years, Sinaptic earns a 5 % royalty on related sales for two years. Closing is targeted for 1 Jul 2025, subject to customary conditions, and SINTX will file a resale registration within 90 days. The deal provides immediate capital, broadens SINTX’s product pipeline, and aligns future dilution with commercial success.

Positive

• Acquisition financed via 325,000 milestone-based warrants, preserving cash while aligning seller incentives with performance.
• Immediate capital injection of about $0.75 million from Sinaptic’s purchase of 216,450 shares at $3.465.
• Entry into the foot & ankle implant market with potential revenue milestones up to $15 million.

Negative

• Potential dilution of up to 541,450 shares (warrants plus private placement) once milestones are met.
• 5 % royalty on implant sales after $15 million cumulative revenue will dampen gross margins for two years.

Insights

M&A Specialist

Accretive, milestone-based deal adds IP with minimal cash; warrants align incentives and limit risk.

The structure shifts acquisition cost from cash to equity, preserving liquidity while expanding into the orthopaedic foot & ankle niche. Warrants vest only after regulatory clearance and step-function revenue targets, protecting shareholders if the assets underperform. The private placement infuses roughly $0.75 M at a 16 % premium to today’s $3.00 spot price, signaling seller confidence. Combined with a manageable 5 % post-threshold royalty, the transaction looks strategically accretive and could diversify revenue beyond dental and spine ceramics. Potential dilution of ≈4-5 % appears acceptable given the growth optionality, so I assign a positive impact.

Medical-Device Risk Analyst

Regulatory, execution and dilution risks offset near-term cash gain & market expansion.

Success hinges on timely 510(k) clearance—a process that can stretch 9-12 months and carries clinical risk. Revenue milestones up to $15 M imply rapid commercial uptake in a competitive ankle segment; missing them delays warrant vesting but also caps strategic upside. Total potential issuance of 541,450 shares could be material if SINT’s float is below 10 M, and the 5 % royalty trims margin just as volume ramps. Net effect: balanced risk-reward until regulatory and market traction data emerge.

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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

FAQ

What assets is SINT acquiring from Sinaptic Surgical?

SINTX is buying substantially all foot & ankle interbody implant assets, including related IP, inventory and know-how.

How many shares could be issued under the Sinaptic deal for SINT?

Up to 541,450 shares: 216,450 sold in a private placement and warrants for 325,000 shares vesting on milestones.

What is the warrant exercise price and term for SINT?

The warrants have an exercise price of $6.30 and expire five years from the issuance date.

When is the Sinaptic asset purchase expected to close for SINT?

Closing is targeted for July 1, 2025, subject to customary conditions.

What regulatory milestone triggers the first warrant tranche for SINT?

Receipt of FDA 510(k) clearance for a foot & ankle interbody implant developed from the acquired assets.

Will SINT owe royalties after the transaction?

Yes, after $15 million cumulative net revenue, SINTX will pay a 5% royalty on qualifying implant sales for two years.