SINT

Business Context and Reporting Period

Company: Sintx Technologies, Inc. (SINT)
Filing Type: Form 8-K (Current Report)
Date of Report: June 23, 2025
Event: Entry into a Material Definitive Agreement (Asset Purchase Agreement) with Sinaptic Surgical, LLC and Sinaptic Holdings, LLC.

Key Financial Metrics and Transaction Terms

This filing details a strategic asset acquisition rather than periodic financial results. Key transaction metrics include:

• Consideration: Issuance of warrants to purchase 325,000 shares of common stock.
• Warrant Exercise Price: $6.30 per share.
• Warrant Term: Five years from the date of issue.
• Private Placement: Sinaptic Surgical agreed to purchase 216,450 shares of common stock at $3.465 per share (Total: approx. $750,000).
• Royalty Obligation: 5% royalty on net revenue from specific foot and ankle implants for two years, triggered after achieving $15 million in aggregate net revenue within four years of closing.

Material Changes and Milestones

The transaction introduces contingent equity issuance based on specific operational and financial milestones. The 325,000 warrants vest in five tranches of 65,000 shares each upon:

1. Receipt of 510(k) clearance for a foot and ankle interbody implant.
2. Achievement of $2.5 million in aggregate cumulative revenue post-closing.
3. Achievement of $5.0 million in aggregate cumulative revenue post-closing.
4. Achievement of $10.0 million in aggregate cumulative revenue post-closing.
5. Achievement of $15.0 million in aggregate cumulative revenue post-closing.

Closing Date: Expected on July 1, 2025.

Guidance, Risks, and Unusual Items

Management Commentary: The Company expects to close the Asset Purchase on July 1, 2025. A resale registration statement for the Purchased Shares and warrant shares must be filed within 90 days of closing and become effective within 90 days of filing.

Risks and Contingencies:

• Beneficial Ownership Limitation: Warrants cannot be exercised if the holder would beneficially own more than 19.99% of outstanding common stock.
• Regulatory Risk: Vesting of the first tranche depends on FDA 510(k) clearance.
• Liquidity/Registration: Securities are issued unregistered under Section 4(a)(2) exemption; resale requires future registration effectiveness.

Financial Data: The filing text does not provide current revenue, profit, cash flow, or debt figures for Sintx Technologies, Inc.

Investor Verification Checklist

• Verify the expected closing date of July 1, 2025, and confirm if customary closing conditions are met.
• Monitor the filing and effectiveness of the resale registration statement within the 90-day post-closing window.
• Track progress toward the $15 million revenue threshold to assess potential royalty obligations.
• Review the full text of the Asset Purchase Agreement (Exhibit 10.1) for specific liabilities assumed.
• Confirm the status of the 510(k) clearance application for the foot and ankle interbody implant.