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): January 10, 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”). There have been no sales of common stock under the Distribution Agreement.
On January 10, 2023, the Company and Maxim entered into an amendment (the “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. 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:
| 10.1 | Amendment to Equity Distribution Agreement, dated as of January 10, 2023 by and between SINTX Technologies, Inc., and Maxim Group LLC |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: January 13, 2023 | /s/ B Sonny Bal |
| B. Sonny Bal | |
| Chief Executive Officer |
Exhibit 10.1
AMENDMENT TO EQUITY DISTRIBUTION AGREEMENT
January 10, 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”), 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
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, 2024. 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]
Page 2
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]