Item
8.01 Other Events.
On
June 26, 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 offered
to the Purchasers, in a registered direct offering, an aggregate of 2,400,000 shares (the “Shares”) of common stock,
par value $0.01 per share. The Shares will be sold at a negotiated purchase price of $1.72 per share for aggregate gross proceeds
to the Company of approximately $4.1 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 sole 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 26, 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 26, 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.
Forward-Looking
Statements
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 6, 2019 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.