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): June 23, 2020
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 8.01 Other Events.
On June 23, 2020, SINTX Technologies, Inc. (the “Company”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with certain institutional purchasers (the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers, in a registered direct offering, an aggregate of 3,700,000 shares (the “Shares”) of common stock, par value $0.01 per share. The Shares will be sold at a negotiated purchase price of $1.50 per share for aggregate gross proceeds to the Company of approximately $5.6 million, before deducting fees to the placement agent and other estimated offering expenses payable by the Company. The Shares are being offered by the Company pursuant to an effective shelf registration statement on Form S-3, which was originally filed with the Securities and Exchange Commission on March 25, 2019, and was declared effective on April 5, 2019 (File No. 333-230492).
Under the Purchase Agreement, the Company has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of the Company’s common stock or common stock equivalents for a period of ten days from the closing of the offering, other than certain exempt issuances including, but not limited to, securities issued pursuant to the Company’s equity compensation plans.
Maxim Group LLC acted as the lead placement agent for the Company (the “Placement Agent”) on a “reasonable best efforts” basis, in connection with the offering. Pursuant to a Placement Agency Agreement between the Company and the Placement Agent, dated June 23, 2020 (the “Placement Agency Agreement”), the Placement Agent will be entitled to a cash fee of 6.0% of the gross proceeds paid to the Company for the securities and reimbursement of certain out-of-pocket expenses.
The foregoing summaries of the Purchase Agreement and the Placement Agency Agreement do not purport to be complete and are qualified in their entirety by reference to such agreements, copies of which are filed as Exhibits 99.1 and 99.2, respectively, to this report.
The Placement Agency Agreement and Purchase Agreement are attached hereto as exhibits to provide interested persons with information regarding the sale of the Shares, but are not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Placement Agency Agreement and Purchase Agreement were made only for purposes of such agreement and as of specific dates; were solely for the benefit of the parties thereto; and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries, affiliates, businesses or stockholders. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Placement Agency Agreement and Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures or statements by the Company. Accordingly, investors should read the representations and warranties in the Placement Agency Agreement and Purchase Agreement not in isolation but only in conjunction with the other information about the Company included in reports, statements and other filings made with the SEC.
A copy of the legal opinion and consent of Dorsey & Whitney LLP relating to the legality of the issuance and sale of the Shares in the offering is filed as Exhibit 5.1 to this report.
On June 23, 2020, the Company issued a press release announcing the pricing of the offering described above, a copy of which is filed as Exhibit 99.3 to this report.
This Current Report on Form 8-K contains forward-looking statements that are made pursuant to the safe harbor provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, but are not limited to, statements related to the Company’s anticipated offering of the Shares. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties, many of which are beyond our control, that may cause actual results or events to differ materially from those projected. These risks and uncertainties, many of which are beyond our control, include the ability of the Company to satisfy certain conditions to closing the offering on a timely basis or at all, as well as other risks described in the section entitled “Risk Factors” and elsewhere in our Annual Report on Form 10-K filed with the SEC on March 26, 2020 and in our other filings with the SEC, including, without limitation, our reports on Forms 8-K and 10-Q, all of which can be obtained on the SEC website at www.sec.gov. 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. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.
Item 9.01 Financial Statements and Exhibits.
|5.1||Opinion of Dorsey & Whitney LLP|
|23.1||Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)|
|99.1||Form of Share Purchase Agreement|
|99.2||Placement Agency Agreement|
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:||June 24, 2020||By:||/s/ B. Sonny Bal|
|B. Sonny Bal|
|Chief Executive Officer|