Item 1.01 Entry into a Material Definitive Agreement.
On February 7, 2023, SINTX Technologies, Inc. (the "Company") entered into a
securities purchase agreement (the "Purchase Agreement") with certain investors
named therein (the "Purchasers"), and a placement agency agreement dated as of
February 7, 2023 (the "PAA") with Maxim Group LLC (the "Placement Agent"),
pursuant to which the Company agreed to issue and sell to investors in the
offering an aggregate of 2,150,000 Units (the "Offering") consisting of (a)(i)
1,980,000 shares (the "Unit Shares") of the Company's Common Stock, par value
$0.01 per share (the "Common Stock") or (ii) 170,000 pre-funded warrants (the
"Pre-Funded Warrants and each share of Common Stock underlying a Pre-Funded
Warrant, a "Pre-Funded Warrant Share") in lieu thereof to purchase up to
2,150,000 shares of Common Stock, (b) accompanying Common Stock purchase
warrants to purchase up to 2,150,000 shares of Common Stock (the "Class C
Warrants" and each share of Common Stock underlying a Class C Warrant, a "Class
C Warrant Share"), and (c) accompanying Common Stock purchase warrants to
purchase up to 1,075,000 shares of Common Stock (the "Class D Warrants" and each
share of Common Stock underlying a Class D Warrant, a "Class D Warrant Share").
The aggregate proceeds to the Company from the Offering are expected to be
approximately $12 million before deducting placement agent fees and other
estimated offering expense payable by the Company, and excluding the proceeds,
if any, from the exercise of the Pre-Funded Warrants or Class C or Class D
Warrants. The offering is expected to close on February 10, 2023, subject to
customary closing conditions.
Each Unit is being sold at a public offering price of $5.60. The Class C and
Class D Warrants in the units will be immediately exercisable at a price of
$5.60 per share. The Class C Warrants will expire five years from the date of
issuance and the Class D Warrants will expire three years from the date of
issuance. In addition, a holder may also effect an "alternative cashless
exercise" on or after the earlier of (i) thirty (30) day anniversary of the
effective date of the registration statement, and (ii) the date on which the
aggregate composite trading volume of the common stock as reported by Bloomberg
LP beginning on the first trading day after the effective date of the
registration statement exceeds 4,500,000 shares. In such event, the aggregate
number of shares of common stock issuable in such alternative cashless exercise
shall equal the product of (x) the aggregate number of shares of common stock
that would be issuable upon exercise of the Class C Warrant or Class D Warrant
in accordance with the terms of such warrant if such exercise were by means of a
cash exercise rather than a cashless exercise and (y) 0.40 with respect to the
Class C Warrant or 0.80 with respect to the Class D Warrant.
Each Pre-Funded Warrant will be exercisable for one share of common stock at an
exercise price of $0.0001 per share. The Pre-Funded Warrants will be immediately
exercisable and may be exercised at any time until all of the Pre-Funded
Warrants are exercised in full.
The Purchase Agreement and PAA contain customary representations, warranties and
agreements by the Company, customary conditions to closing, and indemnification
obligations of the Company and the Purchasers. The representations, warranties
and covenants contained in the Purchase Agreement and PAA were made only for
purposes of such agreements and as of a specific date, were solely for the
benefit of the parties to such agreements, and may be subject to limitations
agreed upon by the contracting parties.
The Company engaged Maxim Group LLC as the Company's sole placement agent for
the Offering pursuant to the PAA. Pursuant to the PAA, the Company agreed to pay
the Placement Agent a cash placement fee equal to 7.0% of the gross proceeds of
the Offering, plus reimbursement of certain expenses and legal fees. The Company
also agreed to issue up to 86,000 Common Stock purchase warrants to the
Placement Agent (the "Placement Agent Warrants"). The Placement Agent Warrants
contain demand registration rights at the holder's expense until the expiration
of the Placement Agent Warrants and unlimited "piggyback" registration rights
for a period of five years after the commencement of the offering, at the
Company's expense.
In conjunction with the closing of the Offering, the Company expects to enter
into a Warrant Agency Agreement with American Stock Transfer & Trust Company,
LLC ("AST"), pursuant to which AST will act as warrant agent with respect to
warrants included in the units issued by the Company in the Offering. A copy of
the Warrant Agency Agreement is filed as Exhibit 4.6 to this report and is
incorporated by reference herein.
Copies of the forms of Pre-Funded Warrant, Class C Warrant, Class D Warrant and
Placement Agent Warrant are filed hereto as Exhibits 4.1, 4.2, 4.3 and 4.4,
respectively. Copies of the forms of Purchase Agreement and PAA are filed hereto
as Exhibits 10.1 and 10.2. The foregoing descriptions of the terms of the
Warrant Agency Agreement, Pre-Funded Warrants, Class C Warrants, Class D
Warrants, Placement Agent Warrants, the Purchase Agreement and the PAA are
qualified in their entirety by reference to such exhibits.
Item 8.01 Other Events.
On February 7, 2023, the Company issued a press release announcing the Offering.
A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
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.
Exhibit No. Description
4.1 Form of Pre-Funded Warrant (incorporated by reference to Exhibit
4.14 to the Registration Statement on Form S-1/A (File No.
333-269475) filed with the SEC on February 6, 2023)
4.2 Form of Class C Warrant (incorporated by reference to Exhibit 4.13
to the Registration Statement on Form S-1/A (File No. 333-269475)
filed with the SEC on February 7, 2023)
4.3 Form of Class D Warrant (incorporated by reference to Exhibit 4.15
to the Registration Statement on Form S-1/A (File No. 333-269475)
filed with the SEC on February 7, 2023)
4.4 Form of Placement Agent Warrant (incorporated by reference to
Exhibit 4.16 to the Registration Statement on Form S-1/A (File No.
333-269475) filed with the SEC on February 6, 2023)
4.5 Form of Warrant Agency Agreement
10.1 Form of Securities Purchase Agreement
10.2 Form of Placement Agent Agreement (incorporated by reference to
Exhibit 10.25 to the Registration Statement on Form S-1/A (File No.
333-269475) filed with the SEC on February 6, 2023)
99.1 Press Release dated February 7, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)© Edgar Online, source Glimpses
SINTX TECHNOLOGIES, INC. 
