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UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM
8-K
CURRENTREPORT
Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported):
May 22, 2024
SINTXTechnologies, Inc.
(Exactname of registrant as specified in its charter)
Delaware 001-33624 84-1375299
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1885West 2100 South
SaltLake City
,
UT
84119
(Addressof principal executive offices, including Zip Code)
Registrant'stelephone number, including area code:
(801)
839-3500
(Formername or former address, if changed since last report)
Checkthe appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant underany 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))
Securitiesregistered 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
Indicateby check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ((s) 230.405of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s) 240.12b-2 of this
chapter).
Emerginggrowth company
Ifan emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complyingwith any new or
revised financial accounting standards provided pursuant to Section 13(a) of
the Exchange Act.
Item3.03 Material Modification to Rights of Security Holders.
Aspreviously disclosed, on May 14, 2024, at a special 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 reversesplit 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-100
and 1-for-300, inclusive.
TheBoard determined to set the reverse stock split ratio at 1-for-200 (the
"Reverse Stock Split"). The Reverse Stock Split willbecome effective as of
12:01 a.m., Eastern Time on May 28, 2024 (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 ofState of the
State of Delaware on May 22, 2024. A copy of the Certificate of Amendment is
attached hereto as Exhibit 3.1 and is incorporatedherein by reference. This
discussion is qualified in its entirety by reference to the full text of the
Certificate of Amendment.
Asa result of the Reverse Stock Split, every two hundred (200) shares of the
Company's Common Stock issued or outstanding will beautomatically reclassified
into one share of Common Stock, subject to the treatment of fractional shares
as described below, withoutany action on the part of the holders. Any
fractional shares that would otherwise be issuable as a result of the Reverse
Stock Splitwill be rounded up to the nearest whole share. Proportionate
adjustments will be made to the conversion and exercise prices and the
numberof shares underlying the Company's outstanding warrants, preferred
stock, equity awards and the number of shares reserved underthe Company's
equity incentive plan. The reverse stock split did not affect the number of
authorized shares of common stock orthe par value of the common stock.
Inconnection with the Reverse Stock Split, the CUSIP number of the Common
Stock will be changed to 829392703. The Common Stock will begintrading on The
Nasdaq Capital Market on a reverse split-adjusted basis on May 28, 2024.
Item5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Theinformation set forth in Item 3.03 of this Current Report on Form 8-K is
incorporated herein by reference.
Item8.01 Other Events.
OnMay 23, 2024, the Company issued a press release announcing the filing of
the Certificate of Amendment. A copy of the press release isattached as
Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by
reference herein.
Item9.01 Financial Statements and Exhibits.
Exhibit No. Description
3.1 Certificate of Amendment to the Restated Certificate of Incorporation of SINTX Technologies, Inc.
99.1 Press release dated May 23, 2024.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuantto the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf bythe
undersigned hereunto duly authorized.
SINTX Technologies, Inc.
Date: May 23, 2024 By: /s/ B. Sonny Bal
B. Sonny Bal, M.D.
Chief Executive Officer
Exhibit3.1
CERTIFICATEOF AMENDMENT
TOTHE
RESTATED
CERTIFICATEOF INCORPORATION
OF
SINTXTECHNOLOGIES, INC.
SintxTechnologies, Inc. (the "
Corporation
"), a corporation duly organized and existing under the Delaware General
CorporationLaw (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 Directorsat 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'sstockholders, duly called
and held upon notice in accordance with Section 222 of the DGCL, at which
meeting the necessary number of sharesas required by statute were voted in
favor of the amendment.
Second.
The Restated Certificate of Incorporation is hereby amended by adding the
following new paragraph to Article FOURTH:
"Uponthe filing and effectiveness (the "
Effective Time
") pursuant to the Delaware General Corporation Law of this Certificateof
Amendment to the Amended and Restated Certificate of Incorporation of the
Corporation, each two-hundred (200) shares of Common Stock,par value $0.01
(the "
Old Common Stock
") either issued and outstanding or held by the Corporation in treasury
stockimmediately prior to the Effective Time shall, automatically and without
any action on the part of the respective holders thereof, becombined and
converted into one (1) share of Common Stock, par value $0.01 per share (the "
New Common Stock
"). TheCorporation shall, through its transfer agent, provide certificates
representing New Common Stock to holders of Old Common Stock in exchangefor
certificates representing Old Common Stock. From and after the Effective Date,
certificates representing shares of Old Common Stockare hereby canceled and
shall represent only the right of holders thereof to receive New Common Stock.
The Corporation shall not issuefractional shares of New Common Stock. The
reverse stock split shall not increase or decrease the amount of stated
capital or paid-insurplus of the Corporation, provided that any fractional
share that would otherwise be issuable as a result of the reverse stock
splitshall 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 andeffect.
Fourth.
This amendment shall be effective on May 28, 2024 at 12:01 a.m. Eastern Time.
INWITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to
be executed by a duly authorized officer on this 22
nd
day of May, 2024.
SINTX TECHNOLOGIES, INC.
By: /s
/ B. Sonny Bal
B. Sonny Bal, M.D.
Its: Chairman of the Board and CEO
Exhibit99.1
SINTXTECHNOLOGIES Announces Reverse Stock Split Effective May 28, 2024
SALTLAKE CITY, May 23, 2024 (GLOBE NEWSWIRE) - SINTX Technologies, Inc.
(NASDAQ: SINT) today announced that its Board of Directors has declareda
1-for-200 reverse stock split of the company's common stock. The reverse stock
split will become effective on May 28, 2024 (the"Effective Date") at 12:01 AM
Eastern Time. The company's common stock is expected to begin trading on a
split-adjustedbasis when the markets open on May 28, 2024 under the current
trading symbol "SINT."
Thereverse stock split is primarily intended to bring the company into
compliance with the minimum bid price requirements for maintainingits listing
on the Nasdaq Capital Market. The new CUSIP number for the Company's shares of
common stock following the reverse splitwill be 829392 703.
Asa result of the reverse stock split, every 200 shares of the company's
common stock issued and outstanding will be automaticallyreclassified into one
new share of common stock. Proportionate adjustments will be made to the
conversion and exercise prices and thenumber of shares underlying the
Company's outstanding warrants, preferred stock, equity awards and the number
of shares reservedunder the Company's equity incentive plan. The reverse stock
split will not affect the number of authorized shares of common stockor the
par value of the common stock.
Thereverse 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 commonstock resulting from the
reverse stock split will be rounded up to the nearest whole share and no
stockholders will receive cash in lieuof fractional shares.
Thereverse stock split will reduce the number of issued and outstanding shares
of the Company's common stock from approximately 123million to approximately
0.6 million.
TheCompany's transfer agent, Equiniti Trust Company LLC, will send each
stockholder a transaction statement indicating the numberof shares of common
stock the stockholder holds after the reverse stock split. Stockholders owning
shares via a broker, bank, trust orother nominee will have their positions
automatically adjusted to reflect the reverse stock split, subject to such
broker's particularprocesses. Such stockholders will not be required to take
any action in connection with the reverse stock split.
Additionalinformation about the reverse stock split and stockholder approval
can be found in the Company's definitive proxy statement filedwith the
Securities and Exchange Commission (the "SEC") on April 16, 2024, which is
available free of charge at the SEC'swebsite,
www.sec.gov
, and at the company's website,
www.sintx.com
.
AboutSINTX Technologies
SINTXTechnologies is an advanced ceramics company that develops and
commercializes materials, components, and technologies for medical
andtechnical applications. SINTX is a global leader in the research,
development, and manufacturing of silicon nitride, and its productshave been
implanted in humans since 2008. Over the past several years, SINTX has
utilized strategic acquisitions and alliancesto enter into new markets. The
Company has manufacturing facilities in Utah and Maryland.
Formore information on SINTX Technologies or its silicon nitride material
platform, please visit www.sintx.com.
Forward-LookingStatements
Thispress 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 andbeliefs. There can be no assurance that
implementing a reverse stock split will result in the company regaining
compliance with Nasdaqlisting requirements or that if compliance is regained
that the company will be able to maintain such compliance. A discussion of
additionalrisks and uncertainties can be found in SINTX's Risk Factors
disclosure in its Annual Report on Form 10-K, filed with the SEC onMarch 27,
2024, 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 ariseafter the date of this report.
Contact:
SINTXTechnologies
801.839.3502
IR@sintx.com
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