Current Report Filing (8-k)
November 05 2021 - 9:06AM
Edgar (US Regulatory)
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2021-11-03
2021-11-03
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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): November 3, 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
(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
1.02 Termination of a Material Definitive Agreement.
The
Patent License Agreement (the “Agreement”) dated February 25, 2021, between SINTX Technologies, Inc. (the “Company”
or “SINTX”) and O2 Design, Inc. (“O2 Design”) terminated effective November 3, 2021. On August 5, 2021, SINTX
delivered a Notice of Default to O2 Design for failure to perform material covenants, conditions and undertakings required under the
Agreement. The Agreement provided for a ninety (90) day period to cure the default. The ninety (90) cure period expired November 3, 2021,
and the default has not been cured. Accordingly, the Agreement terminated in accordance with its terms.
Under
the terms of the Agreement, the Company had granted O2 Design an exclusive world-wide license under certain of the Company’s patents
to make, use, and sell face masks and mask filters incorporating the Company’s proprietary silicon nitride materials for the purpose
of enhancing the anti-viral properties of the face masks and mask filters, in partial consideration of an upfront fee by O2 Design, royalties
on the sale of face masks and mask filters incorporating silicon nitride materials and potential performance-based milestone payments.
The Agreement also provided that the Company would be the exclusive supplier of silicon nitride to O2 Design. All rights granted to O2
Design have reverted back to the Company. There were no early termination penalties associated with the termination.
Item
7.01 Regulation FD Disclosure.
On
November 5, 2021, the Company issued a press release with respect to the termination of the patent license agreement with O2 Design,
Inc. 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.
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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November
5, 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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