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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): October 3, 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)(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
October 3, 2025, SINTX Technologies, Inc., a Delaware corporation (the “Company”) entered into an At The Market Offering
Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”), to sell shares
of its common stock, par value $0.01 per share (the “Shares”) from time to time, through an “at the market offering”
program under which Wainwright will act as sales agent. The sales, if any, of the Shares made under the ATM Agreement will be made by
any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on or through the
Nasdaq Capital Market or on any other existing trading market for the Company’s common stock.
The
Company will pay Wainwright a commission rate equal to 3.0% of the aggregate gross sales price from the sales of Shares pursuant to the
ATM Agreement and has agreed to provide Wainwright with customary indemnification and contribution rights against certain liabilities,
including liabilities under the Securities Act. The Company will also reimburse Wainwright for certain specified expenses in connection
with entering into the ATM Agreement, including certain fees and out-of-pocket expenses of its legal counsel. The ATM Agreement contains
customary representations and warranties and conditions to the sale of the Shares pursuant thereto.
The
Company is not obligated to sell any of the Shares under the ATM Agreement and may at any time suspend solicitation and offers thereunder. No assurance can be given that the Company will sell any Shares under the ATM Agreement,
or if the Company does, as to the price or amount of Shares that the Company will sell, or the dates on which any such sales will take
place. The offering of Shares pursuant to the ATM Agreement will terminate on the termination of the ATM Agreement by either the Company
or Wainwright, as permitted therein.
The
Company will designate the maximum amount of common stock to be sold through Wainwright in any placement under the offering. Subject
to the terms and conditions of the ATM Agreement, Wainwright has agreed to use its commercially reasonable efforts consistent with its
normal trading and sales practices and applicable law and regulations to sell on the Company’s behalf all of the Shares requested
to be sold by the Company.
The
Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-274951) initially filed
by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on October 12, 2023, and declared effective by
the SEC on November 27, 2023, and related prospectus supplements to be prepared and filed pursuant to Rule 424(b) from time to time in
connection with the offer and sale of the Shares. A prospectus supplement (the “Prospectus Supplement”), dated October 3,
2025, covering the offer and sale of the Shares having an aggregate offering price of $6,413,876 was filed with the SEC on the date hereof.
This
Current Report does not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of
these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state.
The
foregoing description of the ATM Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the ATM Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference. The
ATM Agreement contains representations and warranties that the parties made to, and solely for the benefit of, the other in the context
of all of the terms and conditions of the ATM Agreement and in the context of the specific relationship between the parties. The provisions
of the ATM Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than
the parties to the ATM Agreement and are not intended as a document for investors and the public to obtain factual information about
the Company’s current state of affairs. Rather, investors and the public should look to other disclosures contained in the Company’s
filings with the SEC.
Attached
hereto as Exhibit 5.1, and incorporated by reference into the Prospectus Supplement, is the opinion of Dorsey & Whitney LLP relating
to the legality of the issuance and sale of the Shares.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 5.1
|
|
Opinion of Dorsey & Whitney LLP |
| 10.1 |
|
At The Market Offering Agreement, dated October 3, 2025, by and between the Company and H.C. Wainwright & Co., LLC |
| 23.1 |
|
Consent of Dorsey & Whitney LLP (included in Exhibit 5.1) |
| 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: |
October
3, 2025 |
|
By: |
/s/
Eric K. Olson |
| |
|
|
|
Eric
K. Olson |
| |
|
|
|
Chief
Executive Officer |
