Entry into a Material Definitive Agreement.
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”), pursuant to which the Company may sell
from time to time, shares of its common stock, $0.01 par value per share, having an aggregate offering price of up to $1,600,000
million (the “Shares”) through Maxim, as agent (the “Offering”). On June 4, 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
to the terms and conditions of the Distribution Agreement, Maxim will use its commercially reasonable efforts to sell the Shares
from time to time, based on the Company’s instructions. Under the Distribution Agreement, Maxim may sell the Shares by any
method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on the Nasdaq Capital
The Company has no obligation
to sell any of the Shares, and may at any time suspend offers under the Distribution Agreement. The Offering will terminate upon
the earlier of (i) the sale of Shares having an aggregate offering price of $1,600,000 million, (ii) the termination by
either the Agent or the Company upon the provision of fifteen (15) days written notice, or (iii) June 4, 2020.
the terms of the Distribution Agreement, Maxim will be entitled to a transaction fee at a fixed rate of 4.25% of the gross sales
price of Shares sold under the Distribution Agreement. The Company will also reimburse Maxim for certain expenses incurred in
connection with the Distribution Agreement, and agreed to provide indemnification and contribution to Maxim with respect to certain
liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended.
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.
foregoing description of the Distribution Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Distribution Agreement, a copy of which is filed hereto as Exhibit 10.1.
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.
Distribution Agreement and the above description have been included to provide investors and security holders with information
regarding the terms of the Distribution Agreement. They are not intended to provide any other factual information about the Company
or its subsidiaries, affiliates or stockholders. The representations, warranties and covenants contained in the Distribution Agreement
were made only for purposes of the Distribution Agreement and as of specific dates; were solely for the benefit of the parties
to the Distribution Agreement; 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 Distribution 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
Distribution Agreement not in isolation but only in conjunction with the other information about the Company and its subsidiaries
that the Company includes in reports, statements and other filings made with the SEC.
& 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.
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.
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.