SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2018
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
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))|
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 [X]
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As previously disclosed, on October 1, 2018, Amedica Corporation (the “ Company ”) consummated the previously announced sale of certain of the Company’s assets pursuant to that certain Asset Purchase Agreement dated September 5, 2018 (the “ Purchase Agreement ”) by and among the Company, US Spine Inc., a Delaware corporation and wholly owned subsidiary of the Company (“ US Spine ”) and CTL Medical Corporation, a Delaware corporation (“ CTL ”), which provided that the Company and US Spine would, among other things, sell, transfer, and assign to CTL certain assets and liabilities related to the Company’s and US Spine’s business, including all rights to the name “Amedica.”
On October 30, 2018, as required by the Purchase Agreement, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation reflecting its corporate name change to “Sintx Technologies, Inc.” effective as of October 30, 2018. The Company also amended its bylaws to reflect its corporate name change to “Sintx Technologies, Inc.” effective as of October 30, 2018. Copies of the Certificate of Amendment and of the amendment to the bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
In connection with its name change, the new CUSIP number for the Company’s shares of common stock is 829392109.
Item 9.01 Financial Statements and Exhibits.
|3.1||Certificate of Amendment to the Restated Certificate of Incorporation of Amedica Corporation dated as of October 30, 2018.|
|3.2||Amendment to the Bylaws of Amedica Corporation dated as of October 30, 2018.|
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:||November 2, 2018||By:||/s/ B. Sonny Bal|
|B. Sonny Bal|
|Chief Executive Officer|
Amedica Corporation (the “ Corporation ”), a corporation duly organized and existing under the Delaware General Corporation Law (the “ DGCL ”), does hereby certify that:
First. The amendment to the Corporation’s Restated Certificate of Incorporation, as amended (the “ Certificate of Incorporation ”) set forth below was duly adopted by the Board of Directors at a meeting in accordance with the provisions of Section 242 of the DGCL, pursuant to which shareholder approval is not required.
Second. Article 1 of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
FIRST: The name of the corporation is SiNtx Technologies, Inc. (the “Corporation”)
Third. Any and all other references in the Certificate of Incorporation to “Amedica Corporation” are hereby amended to “SiNtx Technologies, Inc.”.
Fourth. Except as herein amended, the Certificate of Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by a duly authorized officer on this 30th day of October, 2018.
|By:||/s/ B. Sonny Bal|
|Dr. B. Sonny Bal, MD, Chief Executive Officer and President and Principal Financial Officer|
AMENDMENT TO BYLAWS
OF AMEDICA CORPORATION
The undersigned, in his capacity as the duly appointed and incumbent Secretary of Amedica Corporation (the “ Corporation ”), hereby certifies on behalf of the Corporation that the following Amendment to the Bylaws of the Corporation (the “ Bylaws ”) was duly adopted by the Board of Directors of the Corporation on August 31, 2018:
|1.||Effective upon filing a Certificate of Amendment with the Delaware Secretary of State changing the Corporation’s name to Sintx Technologies, Inc., that any and all references in the Corporation’s Bylaws to “Amedica Corporation” be amended to read “SiNtx Technologies, Inc.”|
|2.||All other provisions of the Bylaws remain in full force and effect.|
|Date: October 30, 2018|
|/s/ B. Sonny Bal, M.D.|
|B. Sonny Bal, M.D.|
|President and Chief Executive Officer|