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  4. [8-K] Sintx Technologies, Inc. Reports Material Event

SINTX (NASDAQ: SINT) prices $4.5M private placement with warrant coverage

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Form Type
8-K

Rhea-AI Filing Summary

SINTX Technologies entered securities purchase agreements for a private placement of 1,882,845 units at $2.39 per unit, raising approximately $4.5 million in gross proceeds. Each unit includes one common share plus Class A and Class B warrants, each to buy one share at an exercise price of $2.14.

The warrants cover 200% of the shares issued, with Class A expiring in five years and Class B in two years and subject to revenue-based forced exercise if quarterly revenue reaches at least $2.0 million. Together with a recent $500,000 at-the-market sale, SINTX has raised about $5.0 million of equity capital, which it plans to use for working capital, commercialization, business development and other strategic opportunities.

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Insights

SINTX raises $5M equity, adding cash but increasing warrant overhang.

SINTX Technologies arranged a private placement of 1,882,845 units at $2.39 per unit for gross proceeds of about $4.5 million, alongside a prior $500,000 at-the-market sale, totaling roughly $5.0 million in recent equity capital.

Each unit includes two warrants (Class A and B) with a $2.14 exercise price, creating 200% warrant coverage relative to the new common shares, which can meaningfully expand the share count if exercised. Class B warrants also include a feature allowing the company to require exercise after it reports at least $2.0 million in quarterly revenue, with unexercised called warrants expiring.

The company agreed to pay Partner Capital a 7% cash placement fee on qualifying proceeds and to register the resale of the shares and warrant shares within specified SEC timelines. Overall, the transaction adds liquidity for operations and commercialization while introducing notable potential dilution and warrant overhang, with actual impact depending on future share price and revenue performance.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Units sold 1,882,845 units Private placement on June 2, 2026
Unit purchase price $2.39 per unit Private placement pricing
Private placement gross proceeds $4.5 million Aggregate gross proceeds before fees
Warrants per class 1,882,845 Class A; 1,882,845 Class B Warrants issued at closing of offering
Warrant exercise price $2.14 per share Exercise price for Class A and Class B warrants
Warrant coverage 200% of common shares issued Relative to shares sold in the offering
Revenue milestone for Class B call $2.0 million quarterly revenue Threshold to require Class B warrant exercise
ATM program raise $500,000 Recent at-the-market common stock sale
private placement financial
"issue and sell an aggregate of 1,882,845 shares of common stock in a private placement priced at-the-market under Nasdaq rules"
A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
Class A Common Stock Purchase Warrant financial
"Class A Common Stock Purchase Warrants to purchase up to an aggregate of 1,882,845 shares of common stock"
Class B Common Stock Purchase Warrant financial
"Class B Common Stock Purchase Warrants to purchase up to an aggregate of 1,882,845 shares of common stock"
beneficial ownership limitations financial
"The Class A Warrants are also subject to beneficial ownership limitations of 4.99% or 9.99%, at the election of the holder"
Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.
Registration Rights Agreement financial
"the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
at-the-market offering program financial
"a previously completed $500,000 purchase of the Company’s common stock through its at-the-market offering program"
An at-the-market offering program lets a company sell newly issued shares directly into the open market at current trading prices through a broker, rather than issuing a large block of stock all at once. It matters to investors because it provides the company a flexible way to raise cash over time, which can dilute existing shares gradually and affect earnings per share and stock price depending on how much and when shares are sold—think of it as a faucet the company can open or close to add supply to the market.
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Understanding 8-K Material Events →
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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 2, 2026

 

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.

 

Securities Purchase Agreement

 

On June 2, 2026, SINTX Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Purchasers”) pursuant to which the Company agreed to sell in a private placement (the “Offering”) an aggregate of 1,882,845 units (the “Units”) at a purchase price of $2.39 per Unit for aggregate gross proceeds of approximately $4.5 million, before deducting fees and offering expenses.

 

Each Unit consists of: one share of the Company’s common stock, par value $0.01 per share (the “Common Stock”); one Class A Common Stock Purchase Warrant (the “Class A Warrant”); and one Class B Common Stock Purchase Warrant (the “Class B Warrant”).

 

The Purchase Agreement contains customary representations, warranties, covenants and closing conditions by the Company and the Purchasers. The Company also agreed to file a resale registration statement covering the shares of Common Stock sold in the Offering and the shares issuable upon exercise of the warrants pursuant to a Registration Rights Agreement described below.

 

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

On April 6, 2026, the Company entered into a Confidential and Proprietary Information Agreement (the “Partner Capital Agreement”) with Partner Capital Group, LLC (“Partner Capital”), pursuant to which Partner Capital acted as non-exclusive marketing and consulting representative to represent the Company for an initial three (3) months term from the date of this Agreement (the “Initial Term”) in a potential bona fide capital raising transaction involving the offer and sale of equity, equity-linked or debt securities of the Company to financial investors for the primary purpose of raising capital. Pursuant to the Partner Capital Agreement, the Company agreed to pay Partner Capital a cash placement fee equal to 7% of the aggregate gross proceeds received by the Company from targeted, qualified potential investors identified and introduced in writing during the Initial Term by Partner Capital, together with any other investors that are directly introduced to the Company for a potential investment in the Company and to reimburse certain expenses incurred in connection with the Offering. The Company also agreed to provide customary indemnification and contribution rights to Partner Capital.

 

The Partner Capital Agreement contains customary representations, warranties, covenants and closing conditions of the parties.

 

The foregoing description of the Partner Capital Agreement does not purport to be complete and is qualified in its entirety by reference to the Partner Capital Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

 

Class A Common Stock Warrants

 

At the closing of the Offering, the Company will issue Class A Warrants to purchase an aggregate of 1,882,845 shares of Common Stock. Each Class A Warrant becomes exercisable upon issuance, has an exercise price equal to $2.14 per share, subject to adjustment as provided therein, and expires on the fifth anniversary of its issuance.

 

The Class A Warrants contain customary anti-dilution adjustments for stock splits, stock dividends and similar events. In addition, subject to compliance with applicable Nasdaq rules and stockholder approval requirements, the exercise price of the Class A Warrants is subject to adjustment if the Company issues Common Stock or Common Stock Equivalents in certain future equity financing transactions at a price below the then-current exercise price.

 

The Class A Warrants also contain customary provisions relating to fundamental transactions, including mergers, consolidations, sales of substantially all assets and similar transactions. Holders may exercise the warrants on a cashless basis under certain circumstances. The Class A Warrants are also subject to beneficial ownership limitations of 4.99% or 9.99%, at the election of the holder.

 

The foregoing description of the Class A Warrants does not purport to be complete and is qualified in its entirety by reference to the form of Class A Common Stock Warrant filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

 

 

 

Class B Common Stock Warrants

 

At the closing of the Offering, the Company will issue Class B Warrants to purchase an aggregate of 1,882,845 shares of Common Stock. The Class B Warrants are immediately exercisable, have an exercise price of $2.14 per share, subject to adjustment as provided therein, and expire on the second anniversary of the initial exercise date.

 

The Class B Warrants contain customary anti-dilution adjustments for stock splits, stock dividends and similar events. In addition, subject to compliance with applicable Nasdaq rules and stockholder approval requirements, the exercise price of the Class B Warrants is subject to a adjustment if the Company completes certain future equity financings at a price below the then-current exercise price. The Class B Warrants also contain customary provisions relating to fundamental transactions, including mergers, consolidations and sales of substantially all of the Company’s assets. Under certain circumstances, holders may exercise the Class B Warrants on a cashless basis. The Class B Warrants are also subject to beneficial ownership limitations of 4.99% or 9.99%, at the election of the holder.

 

In addition, upon the occurrence of specified revenue milestones, the Company may require holders to exercise all or a portion of their then-outstanding Class B Warrants. Specifically, if the Company reports quarterly revenue of at least $2.0 million in a fiscal quarter, as evidenced in a Quarterly Report on Form 10-Q, Annual Report on Form 10-K, or certain Current Reports on Form 8-K, the Company may deliver a notice requiring the holder to exercise all or a specified portion of the outstanding Class B Warrants within five business days. Any portion of the called warrants not timely exercised would automatically expire without consideration, subject to the warrant’s beneficial ownership limitations.

 

The foregoing description of the Class B Warrants does not purport to be complete and is qualified in its entirety by reference to the form of Class B Common Stock Warrant filed as Exhibit 4.2 to this Current Report on Form 8-K and incorporated herein by reference.

 

Registration Rights Agreement

 

In connection with the Offering, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers. Pursuant to the Registration Rights Agreement, the Company agreed to file with the Securities and Exchange Commission (the “SEC”) a registration statement covering the resale of the shares of Common Stock sold in the Offering and the shares issuable upon exercise of the warrants no later than 30 calendar days following the closing of the Offering and to use its best efforts to cause such registration statement to be declared effective within 60 calendar days after the closing (or 90 calendar days in the event of SEC review).

 

The Company also agreed to use its best efforts to maintain the effectiveness of the registration statement until all registrable securities covered thereby have been sold or may be sold without restriction pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).

 

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The disclosure set forth above under Item 1.01 is incorporated herein by reference.

 

On June 2, 2026, the Company entered into a private placement of 1,882,845 Units to accredited investors for aggregate gross proceeds of approximately $4.5 million, before deducting placement agent fees and offering expenses. Each Unit consisted of one share of Common Stock, one Class A Warrant and one Class B Warrant. The Class A Warrants and Class B Warrants each entitle the holder to purchase one share of Common Stock for each share of Common Stock purchased in the Offering, resulting in aggregate warrant coverage equal to 200% of the shares of Common Stock issued in the Offering.

 

The securities issued in the Offering were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The Purchasers represented that they were accredited investors, acquired the securities for investment purposes only and not with a view toward distribution, and appropriate restrictive legends were placed on the securities issued in the Offering. The Offering was conducted without any general solicitation or general advertising.

 

The securities issued in the Offering have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

 

Item 8.01. Other Events

 

On June 3, 2026, the Company issued a press release announcing the Private Placement. 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.

 

(d) Exhibits.

 

Exhibit No.   Description
4.1   Form of Class A Common Stock Purchase Warrant
4.2   Form of Class B Common Stock Purchase Warrant
10.1   Securities Purchase Agreement, dated June 2, 2026
10.2   Registration Rights Agreement, dated June 2, 2026
10.3  

Partner Capital Agreement, dated April 6, 2026

99.1  

Press Release dated June 3, 2026

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 3, 2026   By: /s/ Eric K. Olson
        Eric K. Olson
        Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

SINTX Technologies Announces Raise of Approximately $5.0 Million of Capital, Including a $4.5 Million Private Placement Priced At-the-Market Under Nasdaq Rules

 

SALT LAKE CITY, Utah – June 3, 2026 – SINTX Technologies, Inc. (NASDAQ: SINT) (“SINTX” or the “Company”), an advanced biomaterials company focused on developing silicon nitride technologies for medical applications, today announced that it has entered into securities purchase agreements with institutional and accredited investors pursuant to which the Company agreed to issue and sell an aggregate of 1,882,845 shares of common stock in a private placement priced at-the-market under Nasdaq rules.

 

In addition, the Company issued to the investors (i) Class A Common Stock Purchase Warrants to purchase up to an aggregate of 1,882,845 shares of common stock and (ii) Class B Common Stock Purchase Warrants to purchase up to an aggregate of 1,882,845 shares of common stock. The warrants are exercisable immediately at an exercise price of $2.14 per share. The Class A Warrants will expire five years from the date of issuance and the Class B Warrants will expire two years from the date of issuance. The combined effective offering price for each share of common stock and accompanying warrants to be issued is $2.39. The offering is expected to close on or about June 3, 2026, subject to satisfaction of customary closing conditions.

 

The aggregate gross proceeds to the Company from the private placement were $4.5 million before deducting fees and other offering expenses. Together with a previously completed $500,000 purchase of the Company’s common stock through its at-the-market offering program, the Company has raised approximately $5.0 million of equity capital in recent weeks. The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital, commercialization activities, business development initiatives and other strategic opportunities.

 

“We are pleased to complete this financing and appreciate the strong support from well known Life Science investors,” said Eric Olson, Chairman of the Board and Chief Executive Officer of SINTX Technologies. “We believe this transaction strengthens our balance sheet and enhances our ability to pursue our strategic objectives while continuing to advance the development and commercialization of our silicon nitride technology platform.”

 

The shares of common stock and warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation D promulgated thereunder and, have not been registered under the Act or applicable state securities laws. Accordingly, the shares of common stock, the warrants and the shares of common stock underlying the warrants may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption from such registration requirements. The securities were offered only to accredited investors.

 

Pursuant to a registration rights agreement, the Company has agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock issued in the offering and the shares of common stock issuable upon exercise of the Class A Warrants and Class B Warrants.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these 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.

 

For more information on SINTX Technologies or its biomaterial platforms, visit www.sintx.com.

 

 
 

 

About SINTX

 

Headquartered in Salt Lake City, Utah, SINTX Technologies, Inc. (NASDAQ: SINT) is an advanced ceramics company that develops, manufactures, and commercializes silicon nitride biomaterials, composites, devices, and related technologies for medical and other high-value applications. With thousands of medical devices implanted since 2008 and nearly two decades of peer-reviewed research, SINTX has established itself as a leader in high-performance biomaterials that enhance clinical outcomes and patient safety. Supported by a strong patent portfolio, U.S.-based manufacturing, and strategic industry partnerships, the company continues to expand its technology platform through innovation and market diversification, including the recently FDA-cleared SINAPTIC Foot & Ankle Implant System for reconstructive surgery.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions. These forward-looking statements include, without limitation, statements regarding the anticipated use of proceeds from the private placement, the Company’s ability to regain and maintain compliance with Nasdaq continued listing requirements, the filing and effectiveness of one or more registration statements covering the resale of securities issued in the private placement, future commercialization opportunities, development of new products and technologies, strategic initiatives, operational plans and future business prospects. Forward-looking statements are based on management’s current expectations, assumptions and projections and are not guarantees of future performance. Actual results may differ materially from those expressed or implied in these forward-looking statements due to a variety of risks and uncertainties, including, without limitation, risks related to market and economic conditions, the Company’s ability to maintain compliance with Nasdaq continued listing standards, the Company’s ability to obtain additional financing when needed, risks associated with commercialization of the Company’s technologies and products, the development of new product opportunities, regulatory developments, competition, changes in customer demand and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the SEC on March 20, 2026, and subsequent filings with the SEC. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances after the date of this press release.

 

SINTX Contacts:

 

Investor Relations

P: 801-839-3502

E: IR@sintx.com

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What capital did SINT (SINTX Technologies) raise in the June 2026 private placement?

SINTX raised approximately $4.5 million in gross proceeds by selling 1,882,845 units at $2.39 per unit. Each unit includes one common share plus Class A and Class B warrants, providing both immediate equity and potential future capital through warrant exercises.

What securities are included in SINTX Technologies’ new financing units?

Each SINTX unit consists of one common share, one Class A warrant, and one Class B warrant. Both warrant classes are exercisable at $2.14 per share, giving investors additional upside participation beyond the initial common stock received in the private placement.

How many shares can be purchased under SINTX’s new warrants and at what price?

The financing includes Class A and Class B warrants to buy up to 1,882,845 shares each, totaling 3,765,690 warrant shares. Both warrant types have an exercise price of $2.14 per share, with Class A expiring in five years and Class B in two years.

What is the revenue milestone tied to SINTX’s Class B warrant exercises?

If SINTX reports quarterly revenue of at least $2.0 million, it may require holders to exercise some or all outstanding Class B warrants within five business days. Any portion not exercised by that deadline would automatically expire, subject to beneficial ownership limits elected by each holder.

How much total equity capital has SINTX raised recently, including the ATM program?

Alongside the private placement, SINTX completed a $500,000 sale of common stock through its at-the-market program. Combined with the $4.5 million unit financing, the company has raised about $5.0 million of equity capital in recent weeks to support its operations and growth plans.

How does SINTX plan to use proceeds from the June 2026 financing?

SINTX intends to use net proceeds for general corporate purposes, including working capital, commercialization activities, business development initiatives, and other strategic opportunities. These funds are meant to help advance its silicon nitride biomaterials platform and related medical applications.

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