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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 12, 2023
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 (see General Instruction A.2. below):
☐ |
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.
As
previously disclosed, on February 25, 2021, SINTX Technologies, Inc. (the “Company”) entered into an Equity Distribution
Agreement, (the “Distribution Agreement”), with Maxim Group LLC (“Maxim”), pursuant to which the Company may
sell from time to time, shares of its common stock, $0.01 par value per share, having an aggregate offering price of up to $15,000,000
million (the “Shares”) through Maxim, as agent. On January 10, 2023, the Company and Maxim entered into an amendment to the
Distribution Agreement to extend the expiration date of the Distribution Agreement until the earlier of: (i) the sale of shares having
an aggregate offering price of $15,000,000, (ii) the termination by either Maxim or the Company upon the provision of fifteen (15) days
written notice, or (iii) February 25, 2024.
On
October 12, 2023, the Company and Maxim further amended the Distribution Agreement (the “Amendment”) to (1) extend the expiration
date of the Distribution Agreement until the earlier of: (i) the sale of shares having an aggregate offering price of $15,000,000, (ii)
the termination by either Maxim or the Company upon the provision of fifteen (15) days written notice, or (iii) February 25, 2025 and
(2) update references to the Company’s registration statement on Form S-3 filed on October 12, 2023. No other changes were made
to the terms of the Distribution Agreement
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text
of the Amendment, a copy of which is filed hereto as Exhibit 10.1.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there by
any offer, solicitation or sale of the Shares in any state or country in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or country.
Forward-Looking
Statements
This
current report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995 (“PSLRA”). Such forward-looking statements include but are not limited to statements about the Offering and other statements
that are not historical facts. These forward-looking statements are subject to risks and uncertainties that may cause actual results
or events to differ materially from those projected, including but not limited to the risks that the Offering does not occur when expected
or at all because required conditions to closing are not satisfied on a timely basis or at all. Readers are cautioned not to place undue
reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management’s current
estimates, projections, expectations and beliefs. The Company undertakes no obligation to publicly revise or update the forward-looking
statements to reflect events or circumstances that arise after the date of this report.
Item
9.01 Financial Statements and Exhibits.
The
following exhibits are filed herewith:
SIGNATURE
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 12, 2023 |
/s/
B Sonny Bal |
|
B.
Sonny Bal |
|
Chief
Executive Officer |
Exhibit
10.1
AMENDMENT
TO EQUITY DISTRIBUTION AGREEMENT
October
12, 2023
RECITALS
WHEREAS,
an equity distribution agreement was entered into on February 25, 2021 (the “Distribution Agreement”), by and between
Maxim Group LLC and SINTX Technologies, Inc., a Delaware corporation (collectively, the “Parties”), as amended on
January 10, 2023, and
WHEREAS,
the Parties have agreed to amend the Distribution Agreement (this “Amendment”),
NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Parties agree that the Agreement shall
be amended as follows:
AMENDMENT
The
definition of “Registration Statement” is hereby amended to mean the registration statements (Reg. Nos. 333-249267
and 333-274951), as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the
Securities Act, as such section applies to the Agent, including (1) all documents filed as a part thereof or incorporated or deemed to
be incorporated by reference therein, (2) any information contained or incorporated by reference in a prospectus filed with the Commission
pursuant to Rule 424(b) under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under
the Securities Act, to be part of the registration statement at such time, and (3) any registration statement filed to register the offer
and sale of Shares pursuant to Rule 462(b) under the Securities Act (the “462(b) Registration Statement”).
Section
7 of the Distribution Agreement is hereby amended and replaced in its entirety to read:
7. Termination
of this Agreement. The term of this Agreement shall begin on the date hereof, and shall continue until the earlier of (i)
the sale of Shares having an aggregate offering price of $15,000,000, (ii) the termination by either the Agent or the Company upon
the provision of fifteen (15) days written notice, or (iii) February 25, 2025. Any such termination by mutual agreement shall in all
cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
Notwithstanding the foregoing, the Agent shall have the right, in its sole discretion, to terminate this Agreement if at any time
from the date of this Agreement to the effectiveness of the Registration Statement, the Agent is not fully satisfied, in its sole
discretion, with the results of its and its representatives’ review of the Company and the Company’s
business.
***
Except
as specifically amended hereby, the Distribution Agreement shall remain in full force and effect and all other terms of the Distribution
Agreement remain unchanged. To the extent any provision of the Distribution Agreement is inconsistent with this letter agreement, this
letter agreement shall control. Capitalized terms used herein and not otherwise defined have the meetings ascribed to them in the Distribution
Agreement.
[Signature
page follows]
IN
WITNESS WHEREOF, the Parties have executed this amendment to the Distribution Agreement on the date first set forth above.
|
Yours truly, |
|
|
|
|
MAXIM
GROUP LLC |
|
|
|
|
By:
|
/s/
Cliff Teller |
|
Name:
|
Cliff
Teller |
|
Title:
|
Co-President |
ACCEPTED
AND AGREED TO
AS
OF THE DATE FIRST ABOVE WRITTEN:
SINTX
TECHNOLOGIES, INC. |
|
|
|
|
By: |
/s/
B. Sonny Bal |
|
Name:
|
B.
Sonny Bal, MD, JD |
|
Title:
|
Chairman
and CEO |
|
[Signature
Page to Amendment to Equity Distribution Agreement]
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