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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): February 18, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(b)
Change in Officer Position
Effective
March 16, 2026, Eric Olson will cease serving as President of SINTX Technologies, Inc. (the “Company”) and will continue
to serve as Chairman of the Board and Chief Executive Officer of the Company.
(c)
Appointment of President
On
February 17, 2026, the Company announced the appointment of Ryan Elmore as President of the Company, effective March 16, 2026. Mr. Elmore
will report to the Company’s Chief Executive Officer.
Mr.
Elmore has over 20 years of leadership experience in the medical device and life sciences industries, including senior executive
roles with responsibility for research and development, commercial operations, and international business expansion. Prior to joining
the Company, Mr. Elmore served in various leadership positions at Invibio, a division of Victrex plc. He most recently served as Core
Business Director since September 2021, where he was responsible for commercial leadership within advanced biomaterials and medical device
markets. From October 2010 to November 2021, he served as Global Head of Sales, with responsibility for global commercial strategy and
sales execution.
There
are no arrangements or understandings between Mr. Elmore and any other person pursuant to which he was selected as President. There are
no family relationships between Mr. Elmore and any director or executive officer of the Company, and there are no related party transactions
involving Mr. Elmore that would require disclosure under Item 404(a) of Regulation S-K.
(c)(3)
Executive Employment Agreement
In
connection with his appointment, the Company entered into an Executive Employment Agreement with Mr. Elmore, effective February 6, 2026,
with an employment commencement date of March 16, 2026.
Pursuant
to the agreement:
| ● | Base
Salary: $375,000 per year. |
| ● | Annual
Bonus: Eligible for an annual cash bonus with a target opportunity of 35% of base salary.
Mr. Elmore’s annual bonus for his first year of employment is guaranteed. |
| ● | Sign-On
Bonus: $100,000 payable upon commencement of employment, subject to repayment if Mr.
Elmore voluntarily terminates employment within twelve months of his start date. |
| ● | Equity
Awards: Upon commencement of employment, Mr. Elmore will receive a restricted stock unit
award with a grant date value of $300,000, with 20% vesting on the grant date and the remainder
vesting in equal installments over the following 24 months, subject to continued employment.
He will also be eligible to receive additional equity awards, including awards tied to the
achievement of specified international business milestones. |
| ● | Benefits:
Eligible to participate in the Company’s employee benefit plans available to senior
executives. |
The
agreement provides that if Mr. Elmore’s employment is terminated by the Company without cause or by Mr. Elmore for good reason,
he will be entitled to receive accrued compensation and severance benefits, including a cash payment equal to two times the sum of his
base salary and target bonus and continued health benefit coverage (or cash payments in lieu thereof) for up to 24 months, subject to
execution of a release of claims. The agreement provides for enhanced severance protections in connection with certain change in control
events.
Mr.
Elmore’s employment is subject to customary pre-employment conditions, including successful completion of background and drug screening.
The
foregoing description of the Executive Employment Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1* |
|
Executive Employment Agreement, dated February 6, 2026, by and between SINTX Technologies, Inc. and Ryan Elmore |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Certain immaterial provisions of the Executive Employment Agreement have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because the omitted information is not material and would likely cause competitive harm to the Company if publicly disclosed.
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: |
February
18, 2026 |
|
By: |
/s/
Eric K. Olson |
| |
|
|
|
Eric
K. Olson |
| |
|
|
|
Chief
Executive Officer |
