Current Report Filing (8-k)
July 26 2021 - 4:31PM
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 20, 2021
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
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:
[ ]
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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
1.01
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Entry
into a Material Definitive Agreement
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On
July 20, 2021, SINTX Technologies, Inc. (the “Company”) entered into and closed an Asset Purchase Agreement (the “Purchase
Agreement”) with B4C, LLC (“B4C”), with respect to the Company’s purchase of certain assets (the “Assets”)
useful in the design, manufacture and commercialization of ceramic plates and tiles for use as ballistic armor in military and civilian
applications (the “Business”). The total purchase price for the Assets was $2.75 million, $2.5 million of which was paid
at closing and the remaining $250,000 is to be paid upon completion of tech transfer.
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.
B4C
also agreed to certain restrictive covenants including:
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●
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For
a period of four years after the closing, B4C agrees not to engage in or assist others in engaging in design, manufacture or sale
of ceramic armored plates in the United States; or cause, induce, or encourage any material actual or prospective client, customer,
supplier, or licensor of the Business (including any existing or former client or customer and anyone that becomes a client or customer
of the Business after the closing), or any other person who has a material business relationship with the Business, to terminate
or modify any such actual or prospective relationship.
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●
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B4C
may not divulge to others for use for its own benefit or for the benefit of others any confidential information or trade secrets
with respect to the Business.
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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 B4C. 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 B4C. 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 B4C. 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 B4C that the respective companies
include in reports, statements and other filings made with the SEC.
Item
2.01
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Completion
of Acquisition or Disposition of Assets
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The
disclosure set forth in Item 1.01 above is incorporated into this Item 2.01 by reference.
Pursuant
to the terms of the Purchase Agreement, the aggregate purchase price for the Assets was $2.75 million, $2.5 million of which was paid
in cash at closing and the remaining balance of $275,000 is to be paid on completion of tech transfer.
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
9.01
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Financial
Statements and Exhibits.
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EXHIBIT
INDEX
+
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:
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July
26, 2021
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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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