Item
1.01 Entry into a Material Definitive Agreement.
As
previously disclosed, on June 4, 2019, SINTX Technologies, Inc. (the “Company”) entered into an Equity Distribution
Agreement, dated June 4, 2019 (the “Distribution Agreement”), with Maxim Group LLC (“Maxim”). Since June
4, 2019, the Company has sold the maximum number of shares of its common stock, $0.01 par value per share, available under the
Distribution Agreement. On September 12, 2019, the Company and Maxim entered into an amendment (the “Amendment”) to
the Distribution Agreement to increase the number of shares of the Company’s common stock that may be sold from time to
time from $1,600,000 to an aggregate offering price of $2,512,000 (the “Shares”) through Maxim, as agent (the
“Offering”). On September 12, 2019, the Company filed a prospectus supplement with the Securities and Exchange Commission
in connection with the Offering (the “Prospectus Supplement”) under its existing Registration Statement on Form S-3
(File No 333-230492), which became effective on April 5, 2019 (the “Registration Statement”). The Amendment also provides
that the Distribution Agreement, as amended, and the Offering will terminate upon the earlier of (i) the sale of Shares having
an aggregate offering price of $2,512,000, (ii) the termination by either the Agent or the Company upon the provision of
fifteen (15) days written notice, or (iii) September 12, 2020. No other changes were made to the terms of the Distribution
Agreement.
The
Company intends to use the net proceeds from the sale of Shares for working capital and general corporate purposes. The Company
may also use a portion of the net proceeds to invest in or acquire businesses or technologies that the Company believes are complementary
to its own, although the Company has no current plans, commitments or agreements with respect to any acquisitions as of the date
of this Current Report on Form 8-K.
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.
Dorsey
& Whitney LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of this legal opinion, including
the consent included therein, is attached as Exhibit 5.1 hereto.
Any
shares offered and sold in the Offering will be issued pursuant to the Company’s Registration Statement, the prospectus
and the Prospectus Supplement relating to the Offering.
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.