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): July 25, 2019
SINTX Technologies, Inc.
(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))|
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 3.03 Material Modification to Rights of Security Holders.
As previously announced in our Current Report on Form 8-K dated July 15, 2019, at the 2019 annual meeting of the stockholders of SINTX Technologies, Inc. (the “Company”) the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse split of the Company’s common stock, par value $0.01 (the “Common Stock”) and authorized the Board of Directors (the “Board”) to, at their sole discretion, select a ratio of between 1-for-2 and 1-for-30, inclusive.
The Board has determined to set the reverse stock split ratio at 1-for-30 (the “Reverse Stock Split”). The Reverse Stock Split will become effective as of 5:00 p.m., Eastern Time on July 26, 2019 (the “Effective Time”), pursuant to a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on July 25, 2019. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This discussion is qualified in its entirety by reference to the full text of the Certificate of Amendment.
In connection with the Reverse Stock Split, the CUSIP number of the Common Stock will be changed to 829392307. The Common Stock will begin trading on The Nasdaq Capital Market on a split-adjusted basis on July 29, 2019.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01. Other Events.
Reverse Stock Split Ratio and Press Release
On July 26, 2019 the Company issued a press release announcing the effectiveness of the reverse stock split. A copy of this press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
|3.1||Certificate of Amendment to the Restated Certificate of Incorporation of SINTX Technologies, Inc.|
|99.1||Press Release of SINTX Technologies, Inc. on July 26, 2019 related to the Reverse Stock Split|
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:||July 26, 2019||By:||/s/ B. Sonny Bal|
|B. Sonny Bal|
|Chief Executive Officer|
CERTIFICATE OF AMENDMENT
CERTIFICATE OF INCORPORATION
SINTX TECHNOLOGIES, INC.
SINTX Technologies, Inc. (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 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 and was approved by the stockholders at a meeting of the Corporation’s stockholders, duly called and held upon notice in accordance with Section 222 of the DGCL, at which meeting the necessary number of shares as required by statute were vote in favor of the amendment.
Second. The Restated Certificate of Incorporation is hereby amended by adding the following after the third paragraph of Article FOURTH:
“Upon the filing and effectiveness (the “ Effective Time ”) pursuant to the Delaware General Corporation Law of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation, each thirty (30) shares of Common Stock, par value $0.01 (the “ Old Common Stock ”) either issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock, par value $0.01 per share (the “ New Common Stock ”). The Corporation shall, through its transfer agent, provide certificates representing New Common Stock to holders of Old Common Stock in exchange for certificates representing Old Common Stock. From and after the Effective Date, certificates representing shares of Old Common Stock are hereby canceled and shall represent only the right of holders thereof to receive New Common Stock. The Corporation shall not issue fractional shares of New Common Stock. The reverse stock split shall not increase or decrease the amount of stated capital or paid-in surplus of the Corporation, provided that any fractional share that would otherwise be issuable as a result of the reverse stock split shall be rounded up to the nearest whole share of New Common Stock. From and after the Effective Date, the term “New Common Stock” as used in this Article 4 shall mean common stock as provided in the Amended and Restated Certificate of Incorporation.”
Third. Except as herein amended, the Corporation’s Amended and Restated Certificate of Incorporation shall remain in full force and effect.
Fourth. This amendment shall be effective on July 26, 2019, at 5:00 p.m. Eastern Time.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by a duly authorized officer on this 25th day of July, 2019.
|SINTX TECHNOLOGIES, INC.|
|By:||/s/ B. Sonny Bal|
|Its:||President and CEO|
SINTX TECHNOLOGIES Announces Reverse Stock Split Effective Today
SINTX common stock expected to begin trading on a split-adjusted basis on July 29, 2019
SALT LAKE CITY, July 26, 2019 (GLOBE NEWSWIRE) - SINTX Technologies, Inc. (NASDAQ: SINT) today announced that its Board of Directors has declared a 1-for-30 reverse stock split of the company’s common stock. The reverse stock split will become effective today, July 26, 2019 (the “Effective Date”) at 5:00 PM Eastern Time. The company’s common stock is expected to begin trading on a split-adjusted basis when the markets open on July 29, 2019 under the current trading symbol “SINT.”
The reverse stock split is primarily intended to bring the company into compliance with the minimum bid price requirements for maintaining its listing on the Nasdaq Global Market. The new CUSIP number following the reverse split will be 829392 307.
As a result of the reverse stock split, every 30 shares of the company’s common stock issued and outstanding will be automatically reclassified into one new share of common stock. Proportionate adjustments will be made to the conversion and exercise prices of the Company’s outstanding warrants, preferred stock, equity awards and options, and to the number of shares issued and issuable under the company’s equity incentive plan. The reverse stock split will not affect the number of authorized shares of common stock or the par value of the common stock.
The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the company, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. Any fractional shares of common stock resulting from the reverse stock split will be rounded up to the nearest whole share and no stockholders will receive cash in lieu of fractional shares.
The company’s transfer agent, American Stock Transfer & Trust Company, LLC (AST), is acting as the exchange agent for the reverse stock split. AST will provide instructions to stockholders of record regarding the exchange of stock certificates. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares.
Additional information about the reverse stock split and stockholder approval can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2019, which is available free of charge at the SEC’s website, www.sec.gov , and at the company’s website, www.sintx.com .
About SINTX Technologies
SINTX Technologies is an OEM ceramics company that develops and commercializes silicon nitride for biomedical applications, such as spine and dental implants. The core strength of SINTX Technologies is the manufacturing, research, and development of silicon nitride ceramics for external partners. The Company presently manufactures silicon nitride spinal implants in its FDA registered and ISO 13485 certified manufacturing facility for CTL-Amedica, its exclusive retail channel for silicon nitride spine components.
For more information on SINTX Technologies or its silicon nitride material platform, please visit www.sintx.com .
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”) that are subject to a number of risks and uncertainties. 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. There can be no assurance that implementing a reverse stock split will result in the company regaining compliance with Nasdaq listing requirements or that if compliance is regained that the company will be able to maintain such compliance. A discussion of additional risks and uncertainties can be found in SINTX’s Risk Factors disclosure in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission (SEC) on March 11, 2019, and in SINTX’s other filings with the SEC. SINTX disclaims any obligation to update any forward-looking statements. SINTX 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.