Current Report Filing (8-k)
July 26 2019 - 1:01PM
Edgar (US Regulatory)
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):
July 25, 2019
SINTX
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-33624
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84-1375299
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class:
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Trading
Symbol(s):
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Name
of each exchange on which registered:
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Common
Stock, par value $0.01 per share
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SINT
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The
NASDAQ Capital Market
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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
3.03 Material Modification to Rights of Security Holders.
As
previously announced in our Current Report on Form 8-K dated July 15, 2019, at the 2019 annual 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 reverse split 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-2 and 1-for-30, inclusive.
The
Board has determined to set the reverse stock split ratio at 1-for-30 (the “Reverse Stock Split”). The Reverse Stock
Split will become effective as of 5:00 p.m., Eastern Time on July 26, 2019 (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 of State of the State of Delaware on July 25, 2019. A copy of the Certificate of Amendment is attached hereto
as Exhibit 3.1 and is incorporated herein by reference. This discussion is qualified in its entirety by reference to the full
text of the Certificate of Amendment.
In
connection with the Reverse Stock Split, the CUSIP number of the Common Stock will be changed to 829392307. The Common Stock will
begin trading on The Nasdaq Capital Market on a split-adjusted basis on July 29, 2019.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item
8.01. Other Events.
Reverse
Stock Split Ratio and Press Release
On
July 26, 2019 the Company issued a press release announcing the effectiveness of the reverse stock split. A copy of this press
release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
SIGNATURES
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.
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SINTX
Technologies, Inc.
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Date:
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July
26, 2019
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By:
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/s/
B. Sonny Bal
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B.
Sonny Bal
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Chief
Executive Officer
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