Current Report Filing (8-k)
July 06 2022 - 9:05AM
Edgar (US Regulatory)
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2022-06-30
2022-06-30
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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): June 30, 2022
SINTX
TECHNOLOGIES, INC.
(Exact name of registrant as specified
in its charter)
Delaware |
|
001-33624 |
|
84-1375299 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
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
N/A
(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:
☐ |
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)) |
|
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☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered 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 |
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
1.01 |
Entry
into a Material Definitive Agreement |
On
June 30, 2022, SINTX Technologies, Inc. (the “Company”) entered into and closed a Stock Purchase Agreement (the “Purchase
Agreement”) pursuant to which the Company acquired all of the outstanding shares of common stock of Technology Assessment and Transfer,
Inc., a corporation organized under the Laws of the State of Maryland (“TA&T”). As a result, TA&T is now a wholly
owned subsidiary of the Company.
The
Purchase Agreement sets forth approximately $760,000 in loan obligations that the Company agreed to assume in connection with the purchase
and further provides for potential earnout payments to the sellers on the achievement of certain pre-determined gross revenue targets
by TA&T for calendar years 2022 and 2023. The Purchase Agreement contains representations, warranties, covenants, and indemnification
obligations with respect to breaches of the representations and warranties of the parties customary for a transaction of this type.
The
foregoing summary of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the
full text of the Purchase Agreement, a copy of which is attached as Exhibit 2.1 to this report and is incorporated herein by reference.
The
Purchase Agreement and the above description have been included to provide investors and security holders with information regarding
the terms of the Purchase Agreement. They are not intended to provide any other factual information about the Company or TA&T. The
representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and
as of specific dates; were solely for the benefit of the parties to the Purchase Agreement; and may be subject to limitations agreed
upon by the parties. 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 TA&T. Moreover, information concerning the subject matter of the representations,
warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected
in public disclosures or statements by the Company or TA&T. Accordingly, investors should read the representations and warranties
in the Purchase Agreement not in isolation but only in conjunction with the other information about the Company or TA&T that the
respective companies include in reports, statements and other filings made with the SEC.
Item
2.01 |
Completion
of Acquisition or Disposition of Assets |
The
disclosure set forth in Item 1.01 above is incorporated into this Item 2.01 by reference.
The
foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject
to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is attached as Exhibit 2.1 hereto and
is incorporated by reference herein.
Item
7.01 Regulation FD Disclosure.
On
July 6, 2022, the Company issued a press release with respect to the Technology Assessment and Transfer, Inc. acquisition. A copy of
this press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
This
information is intended to be furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item
9.01 |
Financial
Statements and Exhibits. |
EXHIBIT
INDEX
* Schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
+
A portion of Exhibit 2.1 has been omitted as it contains information that (i) is not material and (ii) would be competitively harmful
if publicly disclosed.
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: |
July
6, 2022 |
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By: |
/s/
B. Sonny Bal |
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B.
Sonny Bal |
|
|
|
|
Chief
Executive Officer |
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