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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 15, 2024
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
(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)) |
|
|
☐ |
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Gregg
Honigblum has been appointed to serve as SINTX Technologies, Inc.’s (the “Company”) Chief Strategy Officer effective
November 15, 2024.
Prior
to being appointed as Chief Strategy Officer, from December 2023 to November 2024 Mr. Honigblum served as a Managing Director for FNEX
Capital, LLC, a global leader in Private Securities transaction and investment banking. From June 2021 to December 2023 Mr. Honigblum
served as a Managing Director for Westlake Securities, an investment banking firm focused on growth, merger and acquisitions, and capital
raising services for middle market companies. From August 2016 to December 2023 Mr. Honigblum was a co-founder and Director for HealthGrowth
Capital, LLC specializing in providing capital, strategic advisory services, and a Group Purchasing Organization Platform with large
wholesale pharmaceutical distributors. He earned a Bachelor of Arts degree in Economics from the University of Texas at Austin. Mr. Honigblum
holds Series 7, 24, and 63 securities licenses.
There
are no family relationships between Mr. Honigblum and any director or other executive officer of the Company. There are no transactions
to which the Company was or is a participant and in which Mr. Honigblum has a material interest subject to disclosure under Item 404(a)
of Regulation S-K.
There
are no arrangements or understandings between Mr. Honigblum and any other person pursuant to which he was selected as an officer of the
Company.
In
connection with Mr. Honigblum’s appointment, on November 15, 2024, the Company entered into an Executive Employment Agreement (the
“Agreement”) with Mr. Honigblum to serve as the Company’s Chief Strategy Officer. The Agreement has a term of six (6)
months and is subject to automatic renewal for additional six-month periods unless either the Company or Mr. Honigblum provides thirty
(30) days advance written notice of intent not to renew. The Agreement provides for a base salary of $137,500 for the six (6) month term.
Mr. Honigblum is eligible to receive annual cash bonuses, participate in awards under Company equity incentive plans, on terms and conditions
as determined by the Board and participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs,
and arrangements as are made generally available from time to time to other employees of the Company. The Agreement also provides that,
in the event of a termination of Mr. Honigblum’s employment without cause or for good reason, he will be eligible to receive, in
addition to accrued salary and other benefits, severance payments equal to his base salary for a period equal to the longer of three
months or the remainder of the initial term of the Agreement. Under the Agreement, Mr. Honigblum’s receipt of such severance payments
is subject to his execution and delivery of a general release of claims in favor of the Company.
The
foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is
filed as an exhibit to this Current Report on Form 8-K and is hereby incorporated by reference herein.
Item
8.01 Other Events.
On
November 19, 2024, the Company issued a press release announcing the appointment of Gregg Honigblum as Chief Strategy Officer. A copy
of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
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.
|
SINTX
Technologies, Inc. |
|
|
|
Date: |
November
19, 2024 |
By: |
/s/
Eric K. Olson |
|
|
Eric
K. Olson |
|
|
Chief
Executive Officer |
Exhibit
10.1
EXECUTIVE
EMPLOYMENT AGREEMENT
This
EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of November 15, 2024 (the “Effective Date”),
by and between SINTX Technologies, Inc. (together with its successors and assigns, the “Company”), and Gregg R. Honigblum
(“Executive”).
RECITALS
WHEREAS,
the Company desires to employ Executive, and Executive desires to be employed by the Company, as the Company’s Chief Strategy Officer.
NOW,
THEREFORE, in consideration of the foregoing recitals, the mutual covenants and conditions herein, and other good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:
1. | Employment
and Term. The Company hereby agrees to employ Executive, and Executive hereby accepts
employment by the Company, on the terms and conditions hereinafter set forth. Executive’s
term of employment by the Company under this Agreement (the “Term”) shall
commence on the Effective Date and end on the six (6) month anniversary thereof (the “Initial
Term”), subject to automatic renewal of the Term for additional six-month periods
unless either the Company or Executive gives the other party written notice of intent not
to renew the Term not less than thirty (30) days before the date on which the Term otherwise
would automatically renew. Notwithstanding the foregoing, the Term may be terminated earlier
in accordance with Section 5. |
2. | Position,
Duties and Responsibilities, Location, and Commuting. |
| (a) | Position
and Duties. During the Term, the Company shall employ Executive as Chief Strategy Officer.
Executive shall report directly to the Company’s Chief Executive Officer (the “CEO”).
Executive shall perform on behalf of the Company the primary role and responsibilities as
set forth on Addendum A to this Agreement. |
| (b) | Exclusive
Services and Efforts. Executive agrees to devote his or her efforts, energies, and skill
to the discharge of the duties and responsibilities attributable to his or her position and,
except as set forth herein, agrees to devote all of his or her professional time and attention
to the business and affairs of the Company. |
| (c) | Compliance
with Company Policies. Executive shall be subject to the Bylaws, policies, practices,
procedures and rules of the Company, including those policies and procedures set forth in
the Company’s Code of Conduct and Ethics. Executive’s violation of the terms
of such documents shall be considered a breach of the terms of this Agreement. |
| (d) | Location
of Employment. Executive’s principal office, and principal place of employment,
shall be in Austin, Texas; provided that Executive may be required under business circumstances
to travel outside of such location in connection with performing his or her duties under
this Agreement. |
| (a) | Base
Salary. During the Term, the Company shall pay to Executive a six-month salary of $137,500
(“Base Salary”) payable in accordance with the Company’s regularly
scheduled payroll. The Compensation Committee of the Board (the “Committee”)
may increase or decrease the Base Salary, in its sole discretion, taking into account Company
and individual performance objectives. |
| (b) | Annual
Cash Bonus. During the Term, Executive shall be eligible to receive an annual cash bonus,
on terms and conditions as determined by the Committee in its sole discretion considering
Company and individual performance objectives. |
| (c) | Long-Term
Incentive Award. During the Term, Executive shall be eligible to participate in the Company’s
Equity Incentive Plan or any successor plan thereto, on terms and conditions as determined
by the Committee in its sole discretion taking into account Company and individual performance
objectives. |
4. | Employee
Benefits and Perquisites. |
| (a) | Benefits.
Executive shall be entitled to participate in such health, group insurance, welfare,
pension, and other employee benefit plans, programs, and arrangements as are made generally
available from time to time to other employees of the Company, subject to Executive’s
satisfaction of all applicable eligibility conditions of such plans, programs, and arrangements.
Nothing herein shall be construed to limit the Company’s ability to amend or terminate
any employee benefit plan or program in its sole discretion. |
| (b) | Fringe
Benefits, Perquisites, and Paid Time Off. During the Term, Executive shall be entitled
to participate in all fringe benefits and perquisites made available to other employees of
the Company, subject to Executive’s satisfaction of all applicable eligibility conditions
to receive such fringe benefits and perquisites. In addition, Executive shall be eligible
for up to twenty (20) days of paid time off (“PTO”) per calendar year
in accordance with the Company’s vacation and PTO policy, inclusive of vacation days
and sick days and excluding standard paid Company holidays, in the same manner as PTO days
for employees of the Company generally accrue. |
| (c) | Reimbursement
of Expenses. The Company shall reimburse Executive for all reasonable pre-approved business
and travel expenses incurred in the performance of his or her job duties, promptly upon presentation
of appropriate supporting documentation and otherwise in accordance with and subject to the
expense reimbursement policy of the Company. |
| (a) | General.
The Company may terminate Executive’s employment for any reason or no reason, and
Executive may terminate his or her employment for any reason or no reason, in either case
subject only to the terms of this Agreement; provided, however, that Executive is required
to provide to the Company at least forty-five (45) days’ written notice of intent to
terminate employment for any reason unless the Company specifies an earlier date of termination.
Upon termination of Executive’s employment, Executive shall be entitled to the compensation
and benefits described in this Section 5 and shall have no further rights to any compensation
or benefits from the Company. |
For
purposes of this Agreement, the following terms have the following meanings:
| (i) | “Accrued
Benefits” shall mean: (i) accrued but unpaid Base Salary through the Termination
Date, and any annual cash bonus earned but unpaid with respect to the year preceding the
year in which the Termination Date occurs, payable in accordance with Section 3(b); (ii)
reimbursement for any unreimbursed pre- approved reasonable business expenses incurred through
the Termination Date; (iii) accrued but unused PTO days; and (iv) all other payments, benefits,
or fringe benefits to which Executive shall be entitled as of the Termination Date under
the terms of any applicable compensation arrangement or benefit, equity, or fringe benefit
plan or program or grant. |
| (ii) | “Cause”
shall mean: (i) a breach by Executive of his or her fiduciary duties to the Company; (ii)
Executive’s breach of this Agreement, which, if curable, remains uncured or continues
after ten days’ notice by the Company thereof; (iii) the commission of (A) any crime
constituting a felony in the jurisdiction in which committed, (B) any crime involving moral
turpitude (whether or not a felony), or (C) any other criminal act involving embezzlement,
misappropriation of money, fraud, theft, or bribery (whether or not a felony); (iv) illegal
or controlled substance abuse or insobriety by Executive; (v) Executive’s material
negligence or dereliction in the performance of, or failure to perform Executive’s
duties of employment with the Company, which remains uncured or continues after ten days’
notice by the Company thereof; (vi) Executive’s refusal or failure to carry out a lawful
directive of any member of the Board or any of their respective designees, which directive
is consistent with the scope and nature of Executive’s responsibilities; or (vii) any
conduct, action or behavior by Executive that is, or is reasonably expected to be, materially
damaging to the Company, whether to the business interests, finance or reputation. In addition,
Executive’s employment shall be deemed to have terminated for Cause if, on the date
Executive’s employment terminates, facts and circumstances exist that would have justified
a termination for Cause, even if such facts and circumstances are discovered after such termination. |
| (iii) | “Good
Reason” shall mean a material breach by the Company of its obligations under this
Agreement, upon which Executive notifies the Board in writing of such material breach within
seven (7) days of such occurrence and such material breach shall have not been cured within
seven (7) days after the Board’s receipt of written notice thereof from Executive.
Executive’s resignation will not be treated as being for Good Reason unless Executive’s
resignation occurs during the one (1) month period following the end of the cure period. |
| (iv) | “Termination
Date” shall mean the date on which Executive’s employment hereunder terminates
in accordance with this Agreement. |
6. | Termination
Without Cause or Termination by Executive for Good Reason. In the event that Executive’s
employment hereunder is terminated by the Company without Cause or by Executive for Good
Reason, Executive shall be entitled to receive the Accrued Benefits. In addition, commencing
on the first payroll date following the Termination Date, the Company shall continue to pay
Executive his or her Base Salary, in accordance with customary payroll practices and subject
to applicable withholding and payroll taxes (the “Severance Payments”), for the
longer of three (3) months or the remainder of the Initial Term (the “Severance Period”);
provided, however, that the Severance Payments shall be conditioned upon the execution, non-revocation,
and delivery of a general release of claims by Executive, in a form reasonably satisfactory
to the Company. In the event that Executive fails to timely execute and deliver such a release,
the Company shall have no obligation to pay Severance Payments under this Agreement. |
| (a) | All
Other Terminations. In the event that Executive’s employment hereunder is terminated
by the Company for Cause, by Executive without Good Reason, or due to Executive’s death
or disability, Executive shall be entitled to receive the Accrued Benefits only. |
| (a) | Withholding.
The Company shall withhold all applicable federal, state, and local taxes, social security
and workers’ compensation contributions and other amounts as may be required by law
with respect to compensation payable to Executive pursuant to this Agreement. |
| (b) | Section
409A. Notwithstanding anything herein to the contrary, this Agreement is intended to
be interpreted and applied so that the payment of the benefits set forth herein shall either
be exempt from, or in the alternative, comply with, the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), and the published guidance
thereunder (“Section 409A”). A termination of employment shall not be deemed
to have occurred for purposes of any provision of this Agreement providing for the payment
of any amounts or benefits upon or following a termination of employment that are considered
“nonqualified deferred compensation” under Section 409A unless such termination
is also a “separation from service” within the meaning of Section 409A and, for
purposes of any such provision of this Agreement, references to a “termination,”
“Termination Date,” or like terms shall mean “separation from service.”
Notwithstanding any provision of this Agreement to the contrary, if Executive is a “specified
employee” within the meaning of Section 409A, any payments or arrangements due upon
a termination of Executive’s employment under any arrangement that constitutes a “nonqualified
deferral of compensation” within the meaning of Section 409A and which do not otherwise
qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation,
the short-term deferral exemption or the permitted payments under Treas. Regs. Section 1.409A-
1(b)(9)(iii)(A)), shall be delayed and paid or provided on the earlier of (a) the date which
is six months after Executive’s “separation from service” for any reason
other than death, or (b) the date of Executive’s death. This Agreement may be amended
without requiring Executive’s consent to the extent necessary (including retroactively)
by the Company in order to preserve compliance with Section 409A. The preceding shall not
be construed as a guarantee of any particular tax effect for Executive’s compensation
and benefits and the Company does not guarantee that any compensation or benefits provided
under this Agreement will satisfy the provisions of Section 409A. |
| (c) | Separation
from Service. After any Termination Date, Executive shall have no duties or responsibilities
that are inconsistent with having a “separation from service” within the meaning
of Section 409A as of the Termination Date and, notwithstanding anything in the Agreement
to the contrary, distributions upon termination of employment of nonqualified deferred compensation
may only be made upon a “separation from service” as determined under Section
409A and such date shall be the Termination Date for purposes of this Agreement. Each payment
under this Agreement or otherwise shall be treated as a separate payment for purposes of
Section 409A. In no event may Executive, directly or indirectly, designate the calendar year
of any payment to be made under this Agreement which constitutes a “nonqualified deferral
of compensation” within the meaning of Section 409A and to the extent an amount is
payable within a time period, the time during which such amount is paid shall be in the discretion
of the Company. |
| (d) | Reimbursements.
All reimbursements and in-kind benefits provided under this Agreement shall be made or
provided in accordance with the requirements of Section 409A. To the extent that any reimbursements
are taxable to Executive, such reimbursements shall be paid to Executive on or before the
last day of Executive’s taxable year following the taxable year in which the related
expense was incurred. Reimbursements shall not be subject to liquidation or exchange for
another benefit and the amount of such reimbursements that Executive receives in one taxable
year shall not affect the amount of such reimbursements that Executive receives in any other
taxable year. |
| (e) | Parachute
Payments. If any payment, benefit, or distribution of any type to or for the benefit
of Executive, whether paid or payable, provided or to be provided, or distributed or distributable
pursuant to the terms of this Agreement or otherwise (collectively, the “Parachute
Payments”) would (as determined by the Company) subject Executive to the excise
tax imposed under Section 4999 of the Code (the “Excise Tax”), the Parachute
Payments shall be reduced so that the maximum amount of the Parachute Payments (after reduction)
shall be one dollar less than the amount which would cause the Parachute Payments to be subject
to the Excise Tax. The Company shall reduce or eliminate the Parachute Payments by first
reducing or eliminating any cash Parachute Payments that do not constitute deferred compensation
within the meaning of Section 409A, then by reducing or eliminating any other Parachute Payments
that do not constitute deferred compensation within the meaning of Section 409A, then by
reducing or eliminating all other Parachute Payments that do constitute deferred compensation
within the meaning of Section 409A, beginning with those payments last to be paid, subject
to and in accordance with all applicable requirements of Section 409A. |
8. | Non-Compete,
Non-Solicitation. Executive shall enter into Company’s standard Confidentiality,
Intellectual Property and Non-Solicitation Agreement. |
9. | Assurances
by Executive. Executive represents and warrants to the Company that he or she may enter
into and fully perform all of his or her obligations under this Agreement and as an employee
of the Company without breaching, violating, or conflicting with (i) any judgment, order,
writ, decree, or injunction of any court, arbitrator, government agency, or other tribunal
that applies to Executive or (ii) any agreement, contract, obligation, or understanding to
which Executive is a party or may be bound. |
10. | Termination
or Repayment of Severance Payments. In addition to the foregoing, and not in any way
in limitation thereof, or in limitation of any right or remedy otherwise available to the
Company, if Executive violates any provision of this Agreement, any obligation of the Company
to pay Severance Payments shall be terminated and of no further force or effect, and Executive
shall promptly repay to the Company any Severance Payments previously made to Executive,
in each case, without limiting or affecting Executive’s obligations under this Agreement
the Company’s other rights and remedies available at law or equity. |
11. | Publicity.
During the Term and for a three-month period thereafter, Executive hereby irrevocably
consents to any and all uses and displays of the Executive’s name, voice, likeness,
image, appearance, and biographical information by the Company and its agents, representatives,
and licensees for legitimate commercial or business purposes of the Company. |
12. | Notices.
Except as otherwise specifically provided herein, any notice, consent, demand, or other
communication to be given under or in connection with this Agreement shall be in writing
and shall be deemed duly given when delivered personally, when transmitted by facsimile transmission,
one day after being deposited with Federal Express or other nationally recognized overnight
delivery service, or three days after being mailed by first class mail, charges or postage
prepaid, properly addressed, if to the Company, at its principal office, and, if to Executive,
at his or her address set forth following his or her signature below. Either party may change
such address from time to time by notice to the other. |
13. | Governing
Law; Arbitration. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of Utah, without giving effect to any choice of law rules or other
conflicting provision or rule that would cause the laws of any jurisdiction to be applied;
provided, however, that, to the fullest extent permitted by applicable law, any dispute,
controversy or claim arising out of or related to this Agreement shall be submitted to and
decided by binding arbitration, located in Salt Lake City, UT and administered and conducted
pursuant to the applicable rules and procedures of the American Arbitration Association as
well as any requirements imposed by applicable law. The parties hereby agree to accept the
arbitrator’s award as final and binding upon them. |
14. | Amendments;
Waivers. This Agreement may not be modified or amended or terminated except by an instrument
in writing, signed by Executive and a duly authorized representative of the Company (other
than Executive). By an instrument in writing similarly executed (and not by any other means),
either party may waive compliance by the other party with any provision of this Agreement
that such other party was or is obligated to comply with or perform; provided, however, that
such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent
failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any right,
remedy, or power hereunder preclude any other or further exercise thereof or the exercise
of any other right, remedy, or power provided herein or by law or in equity. To be effective,
any written waiver must specifically refer to the condition(s) or provision(s) of this Agreement
being waived. |
15. | Inconsistencies.
In the event of any inconsistency between any provision of this Agreement and any provision
of any Company arrangement, the provisions of this Agreement shall control, unless Executive
and the Company otherwise agree in a writing that expressly refers to the provision of this
Agreement that is being waived. |
16. | Assignment.
This Agreement is personal to Executive and without the prior written consent of the
Company shall not be assignable by Executive. The obligations of Executive hereunder shall
be binding upon Executive’s heirs, administrators, executors, assigns, and other legal
representatives. This Agreement shall be binding upon and shall inure to the benefit of and
be enforceable by the Company’s successors and assigns. |
17. | Voluntary
Execution; Representations. Executive acknowledges that (a) he or she has consulted with
or has had the opportunity to consult with independent counsel of his or her own choosing
concerning this Agreement and has been advised to do so by the Company, and (b) he or she
has read and understands this Agreement, is competent and of sound mind to execute this Agreement,
is fully aware of the legal effect of this Agreement, and has entered into it freely based
on his or her own judgment and without duress. |
18. | Headings.
The headings of the Sections and subsections contained in this Agreement are for convenience
only and shall not be deemed to control or affect the meaning or construction of any provision
of this Agreement. |
19. | Construction.
The language used in this Agreement shall be deemed to be the language chosen by the
parties to express their mutual intent, and no rule of strict construction shall be applied
against any party. |
20. | Beneficiaries/References.
Executive shall be entitled, to the extent permitted under applicable law, to select
and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder
following Executive’s death by giving written notice thereof. In the event of Executive’s
death or a judicial determination of his or her incompetence, references in this Agreement
to Executive shall be deemed, where appropriate, to refer to his or her beneficiary, estate,
or other legal representative. |
21. | Survivorship.
Except as otherwise set forth in this Agreement, the respective rights and obligations
of the parties shall survive any termination of Executive’s employment. |
22. | Severability.
It is the desire and intent of the parties hereto that the provisions of this Agreement
be enforced to the fullest extent permissible under the laws and public policies applied
in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision
of this Agreement shall be adjudicated by a court of competent jurisdiction or arbitrator
to be invalid, prohibited, or unenforceable for any reason, such provision, as to such jurisdiction,
shall be ineffective, without invalidating the remaining provisions of this Agreement or
affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding
the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited,
or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly
drawn, without invalidating the remaining provisions of this Agreement or affecting the validity
or enforceability of such provision in any other jurisdiction. |
23. | Right
of Set Off. In the event of a breach by Executive of the provisions of this Agreement,
the Company is hereby authorized at any time and from time to time, to the fullest extent
permitted by law, and after ten days prior written notice to Executive, to set off and apply
any and all amounts at any time held by the Company on behalf of Executive and all indebtedness
at any time owing by the Company to Executive against any and all of the obligations of Executive
now or hereafter existing. |
24. | Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all such counterparts shall together constitute one and the same
instrument. Signatures delivered by facsimile or PDF shall be effective for all purposes. |
25. | Entire
Agreement. This Agreement contains the entire agreement of the parties and supersedes
all prior or contemporaneous negotiations, correspondence, understandings and agreements
between the parties, regarding the subject matter of this Agreement. |
SINTX TECHNOLOGIES, INC. |
|
|
|
|
By: |
|
|
|
Eric
K. Olson, Chief Executive Officer |
|
|
|
|
Date: |
November
15, 2024 |
|
EXECUTIVE:
By: |
|
|
|
Gregg
Honigblum |
|
|
|
|
Date: |
November
15, 2024 |
|
Addendum
A
Chief
Strategy Officer Primary Role and Responsibilities
1.
Capital Raising and Financial Strategy
| ● | Close
on $10 million-dollar Private Investment for Public Entity (PIPE) on or before March 31st,
2025. Subscription Agreements totaling five million dollars ($5,000,000) will be executed
on or before January 31, 2025, and the final tranche of five million dollars ($5,000,000)
to be completed on or before March 31, 2025. |
| ● | Develop
and implement strategies for securing financing, including debt and equity raises, private
placements, public offerings, and other financing structures. |
| ● | Cultivate
and maintain relationships with investment banks, venture capital firms, private equity groups,
institutional investors, and high-net-worth individuals to ensure ongoing capital access. |
| ● | Lead
the process of financial structuring, negotiation, and execution of financing agreements. |
| ● | Assess
and execute potential M&A opportunities, joint ventures, and partnerships to drive growth. |
2.
Investor Relations and Communication
| ● | Serve
as the primary point of contact for current and potential investors, ensuring clear and consistent
communication about the company’s financial performance, strategy, and vision. |
| ● | Create,
implement, and oversee investor relations programs to enhance the company’s reputation
and attract new investors. |
| ● | Draft
and manage earnings releases, investor presentations, shareholder letters, and financial
reports. |
| ● | Organize
and lead investor meetings, roadshows, conferences, and quarterly earnings calls, addressing
investor inquiries and concerns. |
| ● | Develop
an in-depth understanding of investor expectations and market perceptions, relaying feedback
to the executive team. |
3.
Financial Analysis and Market Insights
| ● | Conduct
financial analysis and modeling to support strategic initiatives, capital-raising activities,
and valuation assessments. |
| ● | Monitor
and analyze the company’s financial performance relative to industry benchmarks, peer
companies, and market trends. |
| ● | Provide
insights and recommendations to the executive team on market conditions, industry developments,
and investor sentiment. |
| ● | Evaluate
and manage the impact of capital structure decisions on shareholder value and company liquidity. |
4.
Compliance and Regulatory Reporting
| ● | Ensure
all investor communications and disclosures are compliant with regulatory requirements, including
SEC filings (10-K, 10-Q, 8-K), and adhere to the standards of the NYSE, NASDAQ, or other
relevant exchanges. |
| ● | Coordinate
with legal and finance teams to maintain compliance with securities laws and regulations. |
| ● | Oversee
preparation and filing of required documentation related to financing activities, shareholder
communications, and public disclosures. |
5.
Corporate Branding and Public Relations
| ● | Collaborate
with executive team to align messaging and branding for a cohesive corporate image. |
| ● | Develop
strategies to enhance the company’s visibility in the financial community, ensuring
messaging is consistent and favorable. |
| ● | Act
as a spokesperson for the company on capital-raising efforts and investor relations matters,
representing the company at financial conferences, industry events, and media engagements. |
6.
Stakeholder Relationship Management
| ● | Build
and manage relationships with analysts, institutional investors, rating agencies, and industry
research firms to support the company’s valuation and investment appeal. |
| ● | Prepare
executive and board members for investor interactions, ensuring alignment and consistency
in messaging. |
| ● | Develop
and implement strategies to foster long-term investor relationships, including outreach to
retail shareholders and international investors. |
7.
Strategic Financial Planning and Budgeting
| ● | Support
the CEO and executive team in developing long-term financial plans, budgets, and capital
allocation strategies. |
| ● | Provide
input on financial forecasting, resource allocation, and cost management in alignment with
capital-raising goals and investor expectations. |
| ● | Track
and report on performance metrics related to capital-raising activities and investor relations,
ensuring transparency with internal stakeholders. |
8.
Risk Management and Mitigation
| ● | Identify
and mitigate financial and reputational risks related to investor relations and capital-raising
activities. |
| ● | Monitor
potential risks in financial markets that could impact the company’s ability to raise
capital or influence investor sentiment. |
| ● | Coordinate
with legal and compliance teams to manage risks associated with disclosures, shareholder
communications, and market volatility. |
9.
Board and Executive Collaboration
| ● | Work
closely with the CEO, CFO, and other executive team members to align investor relations and
capital-raising activities with overall corporate strategy. |
| ● | Provide
regular updates to the board of directors on investor relations, capital structure, and market
feedback. |
| ● | Support
board committees related to finance, audit, and governance with insights and data related
to investor engagement and capital markets. |
10.
Leadership and Team Development
| ● | Lead
and mentor a team of investor relations and capital markets professionals, if applicable,
ensuring they have the skills and resources to meet departmental goals. |
| ● | Foster
a culture of accountability, transparency, and responsiveness within the investor relations
team. |
| ● | Identify
and implement best practices for investor relations and capital-raising, continuously improving
strategies and processes. |
Exhibit
99.1
SINTX
Technologies Appoints Gregg R. Honigblum as Chief Strategy Officer
Seasoned
Healthcare Executive to Lead Strategic Growth Initiatives
Salt
Lake City, UT – November 19, 2024 (Globe NEWSWIRE) – SINTX Technologies, Inc. (NASDAQ: SINT) (“SINTX” or
the “Company”), an advanced ceramics company that develops and commercializes materials, components, and technologies for
medical and technical applications, is pleased to announce the appointment of Gregg R. Honigblum as Chief Strategy Officer (CSO). In
this role, Mr. Honigblum will oversee driving corporate strategy to support SINTX’s growth initiatives and enhancing investor relations.
Mr.
Honigblum brings over 35 years of experience as an executive for emerging growth companies, specializing in the healthcare sector. His
career began on Wall Street as a stockbroker, transitioning into investment banking roles at various firms in New York City. He co-founded
Creation Capital LLC and Creation Capital Advisors, investment banking firms with offices in New York and Austin, Texas, focusing on
founding and funding breakthrough healthcare technologies.
Throughout
his career, Mr. Honigblum has raised over half a billion dollars for various ventures. Notably, Mr. Honigblum was instrumental in providing
early-stage capital for Myriad Genetics, the first precision medicine diagnostic company credited with the discovery of BRCA1 and BRCA2
breast cancer genes. Additionally, he was an early-stage investor and financier for Acacia Biosciences, an early informational genomics
company that merged with Rosetta Inpharmatics and was subsequently acquired by Merck for $620 million.
“Gregg’s
appointment as Chief Strategy Officer reflects our confidence in his ability to elevate SINTX’s financial and strategic position,”
said Eric K. Olson, CEO of SINTX Technologies. “His successful career in emerging technologies and deep investment banking knowledge
will be invaluable as we pursue new development opportunities, strengthen investor relationships, and drive our corporate strategy and
revenue forward.”
Mr.
Honigblum’s deep understanding of the Company’s mission and strategic goals, coupled with his experience as a former member
of the board of Amedica, the predecessor of SINTX, positions him to drive the Company’s corporate strategy effectively.
“I
am honored to join SINTX at this pivotal juncture,” said Gregg R. Honigblum, Chief Strategy Officer. “The Company’s
ongoing development of pioneering technologies in the medical device sector positions it at the forefront of commercialization. I look
forward to contributing to the team’s efforts in enhancing shareholder value and drive the Company’s vision forward.”
For
more information, please visit www.sintx.com
About
SINTX Technologies, Inc.
SINTX
Technologies is an advanced ceramics company that develops and commercializes materials, components, and technologies for medical and
technical applications. SINTX is a global leader in the research, development, and manufacturing of silicon nitride, and its products
have been implanted in humans since 2008. Over the past several years, SINTX has utilized strategic acquisitions and alliances to enter
new markets. The Company has manufacturing and R&D facilities in Utah and Maryland. For more information on SINTX Technologies or
its materials platform, visit www.sintx.com.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”)
that are subject to a number of risks and uncertainties. Forward-looking statements can be identified by words such as: “anticipate,”
“believe,” “project,” “estimate,” “expect,” “strategy,” “future,”
“likely,” “may,” “should,” “will” and similar references to future periods. Examples
of forward-looking statements include, among others, statements we make regarding advancement of ceramic technologies and exploring new
avenues for growth and innovation, and the potential to pursue growth opportunities and explore strategic opportunities.
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. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which
are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking
statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in
the forward-looking statements include, among others, difficulty in commercializing ceramic technologies and development of new product
opportunities. A discussion of other risks and uncertainties that could cause our actual results and financial condition to differ materially
from those indicated in the forward-looking statements can be found in SINTX’s Risk Factors disclosure in its Annual Report on
Form 10-K, filed with the SEC on March 27, 2024, and in SINTX’s other filings with the SEC. SINTX 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, except as
required by law.
Business
and Media Inquiries for SINTX:
SINTX
Technologies
801.839.3502
IR@sintx.com
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